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Item 15.
3.
Exhibits filed as part of this Form 10-K:
SIGNATURE
THE NATIONAL SECURITY GROUP, INC.
Date: March23, 2021<|endoftext|>This Amendment No. No other changes have been made to the Form 10-K, as originally filed on September 7, 2021.
### PART IV
Item 15.<|endoftext|>ADOMANI, INC.
Page
### PART III
Item 10.
Item 11.
### Executive Compensation
Item 12.
### Item 13.
Item 14.
PART IV
Item 15.<|endoftext|>### Form 10-K/A Explanatory Note
PARTIII
### Item10
### Item11
Executive Compensation
### Item12.
### Item13.
Item14.
PARTIV
Item15.<|endoftext|>The exhibits listed in the exhibit index of this Amendment are filed with, or incorporated by reference in, this report.
EXHIBIT INDEX
Signatures<|endoftext|>Page
PART III
ITEM 10.
ITEM 11.
EXECUTIVE COMPENSATION
ITEM 12.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
PART IV
ITEM 15.<|endoftext|>31, 2020, 2019 and 2018; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018; and (vi) Notes to the Consolidated Financial Statements.<|endoftext|>This amendment to the Form 10-K is being filed solely to include the Companys XBRL files in its exhibits. There were no changes made to the original Form 10-K as filed.
Exhibits:<|endoftext|>The date the financial statement were available to be issued and has determined that there are no material subsequent events that require disclosure in these financial statements.<|endoftext|>MALLINCKRODT PLC
### INDEX TO FORM 10-K/A
Explanatory Note
Part III
### Item 10.
Item 11.
Executive Compensation.
### Item 12.
Item 13.
Item 14.
### PART IV
Item 15.<|endoftext|>On March 31, 2021, Arcimoto, Inc.(the Company) filed its Form 10-K Annual Report for the calendar year ended December 31, 2020 (the Form 10-K).
The Company inadvertently filed an incomplete<|endoftext|>HMS HOLDINGS CORP. AND SUBSIDIARIES
### AMENDMENT NO.
Page
EXPLANATORY NOTE
### PART III
Item 10.
Item 11.
### Executive Compensation
Item 12.
### Item 13.
Item 14.
PART IV
Item 15.<|endoftext|>Factor is necessarily determinative.
All of the services described in the Principal Accountant Fee section above were approved pursuant to the annual engagement letter or in accordance with the Pre-approval Policy.<|endoftext|>NIC INC.
### FORM 10-K ANNUAL REPORT
Page
EXPLANATORY NOTE
### PART III
Item10.
Item11.
### Executive Compensation
Item12.
### Item13.
Item14.
### Principal Account ant
Fees and Services
### PART IV
Item15.<|endoftext|>Years ended December 31, 2020 and 2019.
### Pre-Approval Policy
PART IV
Item 15.
(a)
(1)
Financial Statements:
(2)
None.
(3)
### Exhibits
20549. 20549, at prescribed rates or on the SEC website at www.sec.gov.<|endoftext|>### PART III
ITEM10. DIRECTORS, EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE
### ITEM11. EXECUTIVE COMPENSATION
ITEM12.
ITEM13.
### ITEM14.
PART IV
ITEM15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES<|endoftext|>MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
FORM
10-K/A
### FOR THE YEAR ENDED DECEMBER31, 2020
Page
PARTIII
### Item10.
Item11.
### Executive Compensation
Item12.
### Item13.
Item14.
PARTIV
Item15.
EXHIBITINDEX<|endoftext|>Cogen, LLP s engagement to audit the Companys financial statements for the years ended December 31, 2020 and December 31, 2019 were attributed to work performed by persons other than Morison Cogen, LLPs full-time, permanent employees.
### PART IV
Item 15.<|endoftext|>Were 286 shares of Series C Preferred Stock outstanding, and each such share was convertible into approximately 2,000 shares of common stock.
See Item 5 of this report for information regarding Securities Authorized for Issuance under Equity Compensation Plans.<|endoftext|>Embedded within the Inline XBRL document and contained in Exhibit 101).
+
Confidential treatment was requested with respect to omitted portions of this Exhibit, which portions have been filed separately with the U.S.
*
Filed herewith
**
Previously filed
#
Previously furnished<|endoftext|>With the SEC on July 10, 2020
(8)
Incorporated by reference to the Form 1-A/A filed with the SEC on June 17, 2020
(9)
Incorporated by Reference to the Form 8-K filed with the SEC on July 9, 2020
(10)
Incorporated by reference to the Form 1-A/A filed with the SEC on August 11, 2020<|endoftext|>### FORM 10-K
Additional Information
Descriptions of agreements or other documents in this report are intended as summaries and are not necessarily complete. Please refer to the agreements or the other documents filed or incorporated herein by reference as exhibits. Please see Item 15.<|endoftext|>Registered public accounting firm in accordance with the Audit Committee Charter.
PART IV
ITEM 15.
(b)Exhibits
Exhibit No.
Document Description
31.1
31.2
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002<|endoftext|>This Amendment No. No other changes have been made to the Form 10-K, as originally filed on October 26, 2021.
PART IV
ITEM 15.
(3)
### Exhibits
Exhibit
Number
Description of Exhibit
101.INS
XBRL Instance Document
101.SCH
XBRL Schema Document
101.CAL
101.DEF
101.LAB
XBRL Label Linkbase Document
101.PRE<|endoftext|>Registered Public Accounting Firm
31.1*
31.2*
32.1**
32.2**
101.INS+
XBRL Instance Document
101.SCH+
101.CAL+
101.DEF+
101.LAB+
101.PRE+
The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2020 has been formatted in Inline XBRL.
* Filed herewith.
** Furnished herewith.
+ Previously filed.<|endoftext|>Borrowmoney.com Inc. (the Company) needed to amend this Annual Report on Form 10-K for the year ended August 31, 2020, because of delays in completing its audited financial statements. These delays have arisen because management had changed over to a new CPA there were some delays in the auditor completing the financial statements due to health reasons.<|endoftext|>### EXPLANATORY NOTE
This Amendment No. No other changes have been made to the Form 10-K, as originally filed on March 11, 2021.
PART IV
Item15.
Exhibit
Number
Description of Exhibit
101.INS
XBRL Instance Document
101.SCH
101.CAL
101.LAB
XBRL Taxonomy Labels Linkbase Document
101.PRE
XBRL Taxonomy Presentation Linkbase Document
101.DEF<|endoftext|>Of the Proposed Transactions, LOKB will file with the SEC (at LOKBs sole cost and expense) a registration statement registering the resale of the PIPE Shares (the PIPE Resale Registration Statement), and LOKB will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof.<|endoftext|>### Item
Number
Page
### Number
Glossary of Terms
PART I
1.
### Business
1A.
### Risk Factors
1B.
2.
### Properties
3.
### Legal Proceedings
4.
### Mine Safety Disclosures
PART II
5.
6.
### Selected Financial Data
7.
7A.
8.
9.
9A.
### Controls and Procedures
PART III
10.
11.
### Executive Compensation
12.
13.
14.
PART IV
15.<|endoftext|>[
Powerverde Inc
]
The purpose of this Amendment is to correct an error on the cover page of our previously filed Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the U.S. Securities and Exchange Commission on March 9, 2021. This amendment amends the following:
There are no changes to the original Form 10-K other than as set forth above.
ii<|endoftext|>Statements described in this Amendment had not yet been identified. In light of the restatement of the financial statements included in this Amendment, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements.
### PART IV
Item15.<|endoftext|>This Amendment No. 1 to the Annual Report on Form 10-K/A for DongFang City Holding Group Company Limited. amends the Annual Report on Form 10-K for the year ended October 31, 2020 filed with the SEC on January 28, 2021.This Amendment No. 1 is being filed solely to correct certain numeric errors in the original financial statements.
We have also included an updated signature page.
### PART 1V
Item 15.<|endoftext|>### TABLE of CONTENTS
Item 1. Business.
Item 1A. Risk Factors.
Item 1B. Unresolved Staff Comments.
Item 2. Properties.
Item 3. Legal Proceedings.
Item 4. Mine Safety Disclosures.
Item 5.
### Item 6. Selected Financial Data
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A. Controls and Procedures.
Item 9B. Other Information.
Item 10.
Item 11. Executive Compensation.
Item 12.
Item 13.
Item 14.
Item 15.<|endoftext|>Marcum violated the SECs independence rules, but nevertheless has been and continues to be capable of exercising objective and impartial judgment on all issues encompassed within the audit engagement, particularly in light of the lack of involvement of the covered person in the audit or otherwise with respect to us and that the amount involved in the covered persons trade was not material in amount.
### PART IV
Item15.<|endoftext|>Our 2021 Proxy Statement under the captions Transactions with Related Parties and Director Independence or in an amendment on Form 10-K/A and is incorporated herein by reference.
### Item14.Principal Accounting Fees and Services
The information required by Item14 will be contained in our 2021 Proxy Statement under the caption Independent Registered Public Accounting Firm Fees and is incorporated herein by reference.
PART IV
Item15.<|endoftext|>May revise the list of general pre-approved services from time to time, based on subsequent determinations.
PartIV
ITEM 15.
(b)Exhibits.
Incorporation by Reference
ExhibitNo.
### ExhibitIndex
Form
File
No.
### Exhibit
Filing
Date
### Filed
Herewith
31.1
Certification of Chief Executive Officer Pursuant to Rules13a-14(a)
*
31.2
Certification of Chief Financial Officer Pursuant to Rules13a-14(a)
*
*
Filed herewith. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Landcadia Holding III, Inc. (the Company) is filing this Amendment No.1 on Form 10-K/A (the Amendment) to amend and restate certain items in its Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on March 12, 2021 (the Original 10-K). Risk Factors; (ii) Part II, Item 6. (iv) Part II, Item 8. (v) Part II, Item 9A. Controls and Procedures; and (vi) Part IV, Item 15.<|endoftext|>1 to the Annual Report on Form 10-K/A for the year ended December 31, 2020 of Creations, Inc (the Company) filed with the Securities and Exchange Commission on March 30, 2021 (the Form 10-K) is to furnish Exhibits 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.
This Amendment No.
### EXHIBIT INDEX
Exhibit
Description
31.1
31.2
32.1
Section 906 Certification of Chief Executive Officer
32.2
Section 906 Certification of Chief Financial Officer<|endoftext|>### Explanation Note
The registrant is filing this amendment on Form 10-K/A to its Form 10-K for the year ended June 30, 2021 to replace the opinion letter of its independent registered public accounting firm with an updated letter. The opinion letter as originally filed inadvertently omitted the year when the accounting firm first served as the registrants auditor. The revised opinion letter (
Exhibit 23.2
), which includes reference to such year, is included as part of this amendment.<|endoftext|>TRxADE HEALTH, INC. (formerly Trxade Group, Inc.)(the
Company
, we and us
) is filing this Amendment No. 1 (
### Amendment No. 1
) to our Annual Report on Form 10-K for the year ended December 31, 2020 (the
Original Form 10-K
), as filed with the Securities and Exchange Commission on March 29, 2021 (the
### Original Filing Date
Consent
A new
This Amendment No. This Amendment No. 1 is an exhibit-only filing. Except for
Exhibit 23.1
1 and this Amendment No. 1.
### PART IV
Item 15.<|endoftext|>Of Principal Executive Officer pursuant to Exchange Act, Rules 13a 14(a) and 15d 14(a), as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Principal Financial Officer pursuant to Exchange Act, Rules 13a 14(a) and 15d 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32***
101.INS***
XBRL Instance Document.
101.SCH***
101.CAL***
101.DEF***
101.LAB***
101.PRE***
*
Filed herewith.
**
Furnished herewith.
***
### Previously filed.<|endoftext|>This Amendment No. 1 to the Annual Report on Form 10-K is being filed solely to furnish the Interactive Data files as Exhibit 101, in accordance with Rule 405 of Regulation S-T. No other changes have been made to the Form 10-K, as originally filed on March 31, 2021.
PART IV
### ITEM 15.
Exhibit No.
Description
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Schema
101.CAL
101.DEF
XBRL Taxonomy Definition Linkbase
101.LAB
XBRL Taxonomy Label Linkbase
101.PRE
XBRL Taxonomy Presentation Linkbase<|endoftext|>Financial statements filed as part of this report are indexed in the table of contents of the Original Filing and incorporated by reference to the Original Filing. Financial Statement Schedules have been omitted, since they are either not applicable, not required or the information is included elsewhere herein.
2.
The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this report on Form 10-K/A.
TSR, INC. AND SUBSIDIARIES
EXHIBIT INDEX
FORM 10-K/A, SEPTEMBER 28, 2021<|endoftext|>### EXPLANATORY NOTE
This Amendment No. 1) is being filed for the sole purpose of including the conformed signature of our Independent Registered Public Accounting Firm on Exhibit 23.1 (Consent of Independent Registered Public Accounting Firm), which was inadvertently omitted from Exhibit 23.1 in the original filing of the Form 10-K.
Except as expressly noted above, this Amendment No. 1 does not modify or update in any way disclosures made in the original filing.
### EXHIBIT INDEX
Exhibit #
Exhibit Description
23.1
+<|endoftext|>Set forth in the table above were pre-approved pursuant to this policy.
PART IV
ITEM 15.
3.
Exhibits: The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this report.
3.
### Exhibits
Exhibit
Number
Description of Document
31.1^
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
31.2^
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
^
Filed herewith.<|endoftext|>The consent of MaloneBailey, LLP, the Companys independent registered public accounting firm, was set forth in the exhibit index to the Form 10-K for the year ended December 31, 2020, originally filed on February 12, 2021 (the Original Filing); however, the consent was inadvertently omitted from the version filed via EDGAR.
1, no other changes have been made to the Original Filing, and this Form 10-K/A does not modify, amend or update in any way any of the financial or other information contained in the Original Filing.
Item 15.<|endoftext|>2 to the Annual Report on Form 10-K for the period ended December 31, 2020 of FOMO CORP. (the Company) filed with the Securities and Exchange Commissions EDGAR system on April 06, 2021 (the Form 10-K) is to notify investors of customer concentration. Sales through AGILE Technologies Group, LLC (a strategic partner of the Company) for the period October 19, 2020 through December 31, 2020 (the stub period after FOMO acquired 100% of the member interests of Purge Virus, LLC) totaled $59,129.30, or 73.4% of the total sales of the Company.<|endoftext|>[
Tribune Publishing Co
]
### EXPLANATORY NOTE
On March8, 2021, Tribune Publishing Company (Tribune or the Company) filed its Annual Report on Form 10-K for the year ended December27, 2020 (the Form 10-K), with the Securities and Exchange Commission (the SEC).
Capitalized terms used herein, but not defined, shall have the meaning ascribed in the Companys Form 10-K.
TRIBUNE PUBLISHING COMPANY
### FORM 10-K/A
Page
PART III
### Item 10.
Item 11.
### Executive Compensation
Item 12.
### Item 13.
Item 14.
PART IV
Item 15.<|endoftext|>2 (this Amendment) to its Annual Report on Form 10-K for the year ended September 30, 2020, as filed on December 9, 2020 and amended on January 28, 2021 (as amended, the Original Form 10-K) with the Securities and Exchange Commission (the SEC). The purpose of this Amendment is to file Exhibit 23.1, Consent of Independent Registered Public Accounting Firm which includes the consent to the incorporation by reference of two registration statements on Form S-1 (No. 333-232656 and No. 333-244487) which were inadvertently omitted.
PART IV
ITEM 15.<|endoftext|>### EXPLANATORY NOTE
Sprout Social, Inc. (the "Company") is filing this Amendment No. 1 (the "Amendment") on Form 10-K/A to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission on February 24, 2021 (the "Original 10-K"), for the purpose of filing revised versions of Exhibits 31.1 and 31.2 filed with the Original 10-K.
### INDEX TO EXHIBITS
Exhibit No.
31.1
31.2
The cover page from the Annual Report on Form 10-K, formatted as Inline XBRL (included in Exhibits 101).
________________
***<|endoftext|>On March 31, 2021, Galaxy Gaming, Inc., a Nevada corporation (the Company), filed its Form 10-K Annual Report for the calendar year ended December 31, 2020 (the Form 10-K).
The Company inadvertently filed Exhibit 23.2 - Moss Adams LLP Consent of Independent Registered Public Accounting Firm (the Moss Adams LLP Consent) in draft form and not in the form of the final Moss Adams LLP Consent. The purpose of this filing is to appropriately file the final Moss Adams LLP Consent.
The Moss Adams LLP Consent is listed on the Exhibit Index attached hereto and filed herewith.
PART
IV
ITEM 15.<|endoftext|>### Explanatory Note
MultiPlan Corporation (the
Company
) is filing this Amendment No. 1 on Form 10-K/A (the
### Amendment
) to the Companys annual report on Form 10-K for the year ended December 31, 2020 (the
Form 10-K
), filed with the Securities and Exchange Commission on March 16, 2021 (the
### Original Filing Date
), solely to furnish Exhibit 4.16 to the Form 10-K in accordance with Item 601(b)(4) of Regulation S-K. Exhibit 4.16 provides a description of each class of securities of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934.
### Part IV
Item 15.<|endoftext|>Graubard Miller, 405 Lexington Avenue, New York, New York 10174.
(2)
(3)
(4)
is the managing member of , and Messrs. Adage Capital Partners, L.P. has the power to dispose of and the power to vote the shares of common stock beneficially owned by it, which power may be exercised by its general partner, Adage Capital Advisors, L.L.C., as managing member of , directs s operations. Messrs.
Item 13.
### Founder Shares
Private Placement Warrants
### Registration Rights
Director Independence
### Item 14.
Audit Fees.
Audit-Related Fees.
Tax Fees.
All Other Fees.
### PART IV
Item 15.<|endoftext|>Calculation**
Furnished
101.DEF
### Inline XBRL Taxonomy Extension Definition**
Furnished
101.LAB
### Inline XBRL Taxonomy Extension Labels**
Furnished
101.PRE
### Inline XBRL Taxonomy Extension Presentation**
Furnished
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document and included in Exhibit 101)
Furnished
*
On July 8, 2014, the Company changed its name from USA Mobility, Inc. to Spok Holdings, Inc.
**
The financial information contained in these XBRL documents is unaudited.
Denotes a management contract or compensatory plan or arrangement.<|endoftext|>Or entered into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors' responsibilities to management.
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors independence.
### PART IV
Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
### EXPLANATORY NOTE
1 to our Annual Report on Form 10K for the fiscal year ended January 30, 2021 (this Form 10-K/A) pursuant to General Instruction G(3) to Form 10K for the purposes of filing the information required to be disclosed pursuant to Part III of Form 10K.
Except for the amendments described above, this Form 10K/A does not modify or update the disclosure in our Annual Report on Form 10K for the fiscal year ended January 30, 2021 filed with the Securities and Exchange Commission on March 19, 2021.
PAGE
PART III
### ITEM 10.
ITEM 11.
### Executive Compensation
ITEM 12.
### ITEM 13.
ITEM 14.
PART IV
ITEM 15.<|endoftext|>15.
(a) Financial Statements and financial statement schedules
(1) and (2) The financial statements and financial statement schedules required to be filed as part of this report are set forth in Item 8 of Part II of this report.
(3) Exhibits. See Item 15(b) below.
Exhibit No.
Description
14.1
Code of Ethics
23.1
Consent of Whitley Penn LLP
31.1
Sarbanes-Oxley Section 302(a) Certification of John Pollock
31.2
Sarbanes-Oxley Section 302(a) Certification of Paul Williams
32.1
Sarbanes-Oxley Section 906 Certifications
101.INS
XBRL Instance Document
101.SCH
XBRL Schema Document
101.CAL
101.DEF
101.LAB
XBRL Label Linkbase Document
101.PRE<|endoftext|>Pre-approval policies and procedures established by the Audit Committee, provided that the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committees responsibilities to management.
Our Board pre-approves all services provided by our independent registered public accounting firm. All of the above services and fees paid during 2019 and 2018 were pre-approved by our Board.
PART IV
### ITEM 15.
Please see the Exhibit Index, which is incorporated herein by reference, following the signature page for a list of our exhibits.<|endoftext|>(The exclusion from such amount of the market value of the shares owned by any person shall not be deemed an admission by the Registrant that such person is an affiliate of the Registrant.)
The number of shares outstanding of the registrants classes of common stock as of January 31, 2021:
### Common Stock, $.01 par value 35,155,818 shares
Documents Incorporated by Reference
Portions of Proxy Statement for Annual Meeting of Shareholders to be held April 28, 2021 are incorporated by reference into Part III.
### Page
Explanatory Note
PART II Item 8. Financial Statements and Supplementary Data, pp 91 to 93 of the Annual Report
5 to 7
PART IV Item 15. Exhibits<|endoftext|>Greater than 50 percent, disclose the percentage of hours expended on the principal accountants engagement to audit the registrants financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountants full-time, permanent employees.
Not applicable.
PART IV
### ITEM 15.
(a)
1.
### The financial statements listed in the
Index to Financial Statements at page F-1 are filed as part of this report.
2.
Financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
3.
Exhibits included or incorporated herein: See index to Exhibits.
(b) Exhibits<|endoftext|>Period from June 10, 2020 (inception) through December 31, 2020.
4.
We did not pay Withum for other services for the period from June 10, 2020 (inception) through December 31, 2020.
Policy on Board Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm
The audit committee is responsible for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the audit committee shall review and, in its sole discretion, pre-approve all audit and permitted non-audit services to be provided by the independent registered public accounting firm as provided under the audit committee charter.
### PART IV
Item 15.<|endoftext|>### EXPLANATORY NOTE
This Amendment No.1 to Form 10-K (this Amendment) amends the Annual Report on Form 10-K for the fiscal year ended December31, 2020 (the 2020 Form 10-K) originally filed on February 25, 2021 (the Original Filing) by Inphi Corporation, a Delaware corporation (Inphi, the Company, we, or us). We are filing this Amendment to present the information required by Part III of Form 10-K, and to update certain of the information included in the list of exhibits included in Item 15 and the Exhibit Index of this report. This Amendment hereby amends Part III, Items 10 through 14, and Part IV, Item 15(b) of the 2020 Form 10-K.
Page
### PART III
Item 10.
Item 11.
### Executive Compensation
Item 12.
### Item 13.
Item 14.
PART IV
Item 15.<|endoftext|>### EXPLANATORY NOTE
LEFTERIS ACQUISITION CORP.. We are also restating the financial statements as of October 23, 2020 and as of and for the periods ended September 30, 2020 in the accompanying financial statements included in this Annual Report (collectively, the Original Financial Statements).
As a result, on May 19, 2021, after consultation with the Companys board of directors, management concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.
The Company has not amended its Current Report on Form 8-K filed on October 29, 2020 for the period affected by the restatement.
### Restatement Background
Part I Item 1A. Risk Factors.
Part II Item 7.
Part II Item 8.
Part IV Item 15.<|endoftext|>### Explanatory Note
The purpose of this Amendment No.1 on Form
10-K/A to Graphic Packaging International, LLCs Annual Report on Form
10-K for the year ended December31, 2020, filed with the Securities and Exchange Commission (the SEC) on February16, 2021 (the Form
10-K) is to provide the information required by Items
10-14 in Part III of such Form
10-K.
No other changes have been made to any of the disclosures in the Form
10-K.
### As required by Rule
12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), currently-dated certifications from the Companys Chief Executive Officer and Chief Financial Officer have been included as exhibits to this Amendment No.1.
OF FORM
10-K/A
PART III
ITEM10.
ITEM11.
EXECUTIVE COMPENSATION
ITEM12.
ITEM13.
ITEM14.
PART IV
ITEM15.<|endoftext|>Lodging Fund REIT III, Inc. (the registrant) is filing this abbreviated amendment to the Annual Report on Form 10-K for the fiscal year ended December 31, 2020, originally filed by the registrant with the Securities and Exchange Commission on March 31, 2021 (the Original 10-K) solely to include language regarding internal control over financial reporting in the introductory portion of paragraph 4 and paragraph 4(b) of the 302 certifications filed as Exhibits 31.1 and 31.2 with this amendment, which language was inadvertently omitted in the 302 certifications included with the Original 10-K. This amendment does not change the previously reported financial statements or any of the other disclosure contained in the Original 10-K.
### Index to Exhibits
Exhibit No.
Description
31.1 *
31.2 *
* Filed herewith<|endoftext|>Relate to tax and all other non-audit services to be provided by the independent registered public accounting firm, the Audit Committee may delegate the responsibility of pre-approval to the Chair of the Audit Committee.
PART IV
### ITEM 15. FINANCIAL STATEMENT SCHEDULES, EXHIBITS
(a)
1., 2. and audited financial statements for Trailer Bridge, Inc. as of and for three years in the period ended December31, 2020.
See Index to Consolidated Financial Statements and Financial Statement Schedule of this Form 10-K.
3.
Exhibits
*
Incorporated herein by reference as indicated.
+
Management contracts or compensatory plans or arrangements required to be filed as an Exhibit pursuant to Item15 (b)of the rules governing the preparation of the Original Filing.
**
Filed with Original Filing
***
Filed herewith.<|endoftext|>To Exhibit 10.1 to the current report on Form 8-K of the Company, filed with the U.S.
10.9
Form of Amendment No. 1 to the Promissory Note and the Convertible Promissory Notes Purchase Agreement (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K, filed with the U.S.
21.1*
Subsidiaries of Leader Capital Holdings Corp.
31.1*
Certification of Principal Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1**
101.INS*
XBRL Instance Document.
101.SCH*
101.CAL*
101.DEF*
101.LAB*
101.PRE*
* Filed herewith.
** Furnished herewith.
Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.<|endoftext|>Complete the year-end audit of the consolidated financial statements.
Our full Board pre-approves all audit and permissible non-audit services to be provided by our independent registered public accountants and the estimated fees for these services. None of the services provided by the independent registered public accountants that are described above were approved by the Audit Committee pursuant to a waiver of the pre-approval requirements of the SECs rules and regulations.
ITEM 15.
(a)(1) Financial Statements.
The response to this portion of Item15 is included in Part II, Item8 of the Original Filing.
All schedules have been omitted because they are not required or because the required information is provided in the Consolidated Financial Statements or Notes thereto set forth under Part II, Item8 of the Original Filing.<|endoftext|>Alector, Inc.
### Annual Report on Form 10-K/A i
Explanatory Note
This Amendment No. 1 (Amendment) on Form 10-K/A amends the annual report on Form 10-K of Alector, Inc. (the Company) for the period ended December 31, 2020, as filed with the Securities and Exchange Commission (the Commission) on February 25, 2021 (the Form 10-K).
This Amendment is an exhibit-only filing solely for the purpose of filing revised Exhibits 31.1 and 31.2 to comply with Section 302 of the Sarbanes-Oxley Act of 2002. No revisions are being made to the Companys financial statements and this Amendment does not reflect events occurring after the filing of the Form 10-K, or modify or update those disclosures that may be affected by subsequent events, and no other changes are being made to any other disclosure contained in the Form 10-K.
### PART IV
Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
### EXPLANATORY NOTE
Grocery Outlet Holding Corp. (the "Company") is filing this Amendment No. 1 (the "Amendment") on Form 10-K/A to amend its Annual Report on Form 10-K for the fiscal year ended January 2, 2021, filed with the Securities and Exchange Commission on March 2, 2021 (the "Original 10-K"), for the purpose of filing revised versions of Exhibits 31.1 and 31.2 filed with the Original 10-K.
The Company is filing revised exhibits solely in order to include in the certifications set forth in the Exhibits the language added to the introductory portion of paragraph 4 and the language of revised paragraph 4(b), which language was inadvertently omitted from the certifications when originally filed.
ITEM15.
3. Exhibits
Exhibit No.
Exhibit
### Form
File
No.
### Filing
Date
Exhibit
No.
31.1*
31.2*
*
Filed herewith.<|endoftext|>Consistent with maintaining the Companys principal accountants status as our independent auditors at such time.
Consistent with these policies and procedures, the Audit Committee approved all of the services rendered by MaloneBailey and BDO for the years ended February 29, 2020 and February 28, 2019, respectively as described above.
### PART IV
(a)(1) Financial Statements
Reference is made to the Index set forth on Page 20 of this Annual Report on Form 10-K.
All schedules have been omitted because they are inapplicable or the information is provided in the consolidated financial statements, including the notes hereto.
(a)(3) Exhibits
+Management contracts or compensatory plans, contracts or arrangements.
* Filed herewith.
** Furnished herewith
### ITEM 16. Form 10-K Summary
The Company has elected not to include summary information<|endoftext|>Governance is incorporated herein by reference, when filed, from our proxy statement (the Proxy Statement) for the Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Exchange Act no later than 120 days after the end of the fiscal year ended October 31, 2019.
We have adopted a Code of Business Conduct and Ethics (Code of Ethics) that applies to our directors, officers and employees. We have posted our Code of Ethics on our website ( [IDX] and will post on such website any amendments to, or waivers from, a provision of its Code of Ethics applying to an executive officer or director when required by applicable SEC and Nasdaq rules and regulations.
### Item 11. Executive Compensation
Item 12.
Item 13.
### Item 14. Principal AccountantFees and Services
PART IV
Item 15.<|endoftext|>This Amendment No. 1 to Form 10-K (this Amendment) amends the Annual Report on Form 10-K for the fiscal year ended December31, 2020 originally filed on March 26, 2021 (the Original Filing) by Paysign, Inc. (Paysign, the Company, we, or us). We are filing this Amendment to present the information required by Part III of Form 10-K as we will not file our definitive proxy statement within 120 days of the end of our fiscal year ended December 31, 2020.
As required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended (the Exchange Act), new certifications by our principal executive officer and our principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof.
i
PART III
ITEM 10.
ITEM 11.
EXECUTIVE COMPENSATION.
ITEM 12.
ITEM 13.
ITEM 14.
PART IV
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.<|endoftext|>2020 and 2019.
### Audit Fees
Consist of amounts billed for professional services rendered for the audit of our annual financial statements included in our Annual Reports on Forms 10-K for our fiscal years ended December 31, 2020 and 2019 and reviews of our interim financial statements included in our Quarterly Reports on Forms 10-Q. Please note: Audit fees for 2019 were paid in October 2020.
Tax Fees
Consists of amounts billed for professional services rendered for tax return preparation, tax planning and tax advice.
### All Other Fees
Consists of amounts billed for services other than those noted above.
We do not have an audit committee and as a result our entire Board performs the duties of an audit committee. Our Board evaluates the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services.
PART IV
ITEM 15.<|endoftext|>This Amendment No.1 (the Amendment) to the Annual Report on Form10-K/Aof Kiromic BioPharma, Inc. (the Company) for the fiscal year ended December31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on March 31, 2021 (the Original Filing), is being filed solely to include a fully executed signature page to Form 10-Kinadvertently omitted by the Company when originally filed. This Amendment contains only the cover page, this explanatory note, the signature page and the revised certifications.
PART IV
ITEM 15.
EXHIBITS
### AND FINANCIAL STATEMENT SCHEDULES
Consolidated Balance Sheets
(2)
(3)
Exhibits.
EXHIBIT INDEX
_
*Filed herewith
** Previously filed
### Executive Compensation Plan or Agreement
# Portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).<|endoftext|>Pulmatrix, Inc. 1 on Form 10-K/A (the Amendment) to its annual report on Form 10-K for the fiscal year ended December 31, 2020, which was originally filed with the Securities and Exchange Commission on March 23, 2021 (the Original 10-K).
The purpose of the Amendment is to correct a typographical error in date of the report by Marcum, LLP referenced in the Consent of Independent Registered Public Accounting Firm by Marcum, LLP, filed as Exhibit 23.1 to the Original 10-K, which referenced March 26, 2020, instead of March 23, 2021. No other changes were made to the Consent of Independent Registered Public Accounting Firm by Marcum, LLP other than the correction of the date of its report.
PART IV
ITEM 15.
(a)
(1)
### Financial Statements:
1.
(2)
None.
(3)
### Exhibits:
Item 16.
### FORM 10-K SUMMARY
Not applicable.
INDEX TO EXHIBITS
#
Pulmatrix, Inc.
*
**<|endoftext|>December31, 2020, December31, 2019, and December31, 2018; (iv)the for the year ended December31, 2020, December31, 2019, and December31, 2018; (v)the Consolidated Statements of Stockholders Equity for the year ended December31, 2020, December31, 2019, and December31, 2018;
101.INS
XBRL Instance Document.
101.SCH
101.CAL
101.DEF
101.LAB
XBRL Taxonomy Label Linkbase Document.
101.PRE
The cover page from Marriott International, Inc.s Annual Report on Form 10-K/A for the year ended December31, 2020, formatted in Inline XBRL (included as Exhibit 101).
###
Portions of this exhibit were redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Exchange Act. The redacted portions of this exhibit have been filed with the Securities and Exchange Commission.
Item16.
Form 10-K Summary.
None.<|endoftext|>This Amendment No. 1 on Form 10-K/A (this Amendment) amends the Annual Report of HMG/COURTLAND PROPERTIES, INC. on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on March 30, 2021 (the Original Form 10-K). This Amendment is being filed for the sole purpose of updating the audit opinion which the audit opinion signature was omitted in error. We have not updated the information contained herein for events occurring subsequent to March 30, 2021, the filing date of the Original Form 10-K. Except as noted in this Explanatory Note, this Amendment does not alter or amend any of our other disclosures contained in the Original Form 10-K.
### PART IV
Item 15
PART IV
ITEM 15 EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
The following exhibit is filed as part of this report:
23.01*
*
Filed herewith.
### PART IV
Signatures<|endoftext|>A royalty free basis in connection with production and manufacturing of solid-state battery cells by the joint venture in the automotive space.
### Other Transactions
In fiscal 2020, we paid Prof.
Director Independence
In addition, the NYSE listing rules require that, subject to specified exceptions, each member of our audit, compensation s be independent.
Prof.
As our co-founder, Mr.Singh is best positioned to identify strategic priorities, lead critical discussion, and execute our business plans. that provide that the board may appoint one of our independent directors to serve as our lead independent director at any time when the chairperson of our board of directors is not independent, including when our president and chief executive officer serves as the chairman of our board of directors.
### Item 14.
(1)
(2)
(3)
### Auditor Independence
### PART IV
Item 15.<|endoftext|>And Management.
### Item11. Executive Compensation
The information required by this Item is incorporated by reference to the sections of our 2021 Proxy Statement entitled Compensation Discussion and Analysis, Executive Compensation and Director Compensation.
Item12.
The information required by this Item is incorporated by reference to the sections of our 2021 Proxy Statement entitled Security Ownership of Certain Beneficial Owners and Management and Securities Authorized for Issuance under Equity Compensation Plans.
Item13.
The information required by this Item is incorporated by reference to the sections of our 2021 Proxy Statement entitled Transactions with Related Parties and Director Independence.
### Item14.
The information required by this Item is incorporated by reference to the section of our 2021 Proxy Statement entitled Independent Registered Public Accounting Firm Fees.
PART IV
Item 15.<|endoftext|>### EXPLANATORY NOTE
1 to Form 10-K for the fiscal year ended November 30, 2020 (Amendment No. 1) to correct an error on the cover page of the original Form 10-K as filed with the Securities and Exchange Commission on February 25, 2021 (the Original Form 10-K). The cover page of the Original Form 10-K showed the incorrect designation as to whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act). The correct box that should have been designated is yes, as the registrant is a shell company, (rather than the box that was checked no, as originally shown, as the result of a typographical error), each as indicated on the cover page of this Amendment No. 1.
As such, this Amendment No.
### EXHIBIT INDEX
Exhibit No.
_____________
[1] Incorporated by reference from the Companys S-1 filed with the Commission on May 30, 2017.
* Included in Exhibit 31.1
** Included in Exhibit 32.1 | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
The Annual Report on Form 10-K (the Annual Report) of GrowGeneration Corp. (we, our, us, or the Company) for the year ended December31, 2020 was filed with the Securities and Exchange Commission (the SEC) on March 29, 2021 (the Original Filing Date), and this Amendment No.1 is being filed solely to file Exhibits 10.27, 23.1 and 23.2. This Amendment No.1 does not reflect events occurring after the Original Filing Date, or modify or update those disclosures that may have been affected by subsequent events.
As required by Rule 12b-15 promulgated under the Securities and Exchange Act of 1934, as amended (the Exchange Act), our Chief Executive Officer and Chief Financial Officer are providing Rule 13a-14(a) certifications dated April 13, 2021 in connection with this Amendment No.1 on Form10-K/A and written statements pursuant to Section906 of the Sarbanes-Oxley Act of 2002 dated April 13, 2021.
PART IV
ITEM 15.<|endoftext|>References throughout this Amendment No.1 to the Annual Report on Form10-Kto we, us, IGAC, company or our company are to IG Acquisition Corp., unless the text otherwise indicates.
IG Acquisition Corp. (the Company) is filing this Amendment No.1 on Form 10-K/A (the Amendment) to amend and restate certain items in its Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on March 23, 2021 (the Original 10-K). The Company recently evaluated the terms of its warrants and determined such warrants should be classified as a derivative liability measured at fair value, with the changes in fair value each period reported in earnings in accordance with GAAP.
Risk Factors; (ii) Part II, Item 6. Selected Financial Data, (iii) Part II, Item 7. (iv) Part II, Item 8. (v) Part II, Item 9A. Controls and Procedures; and (vi) Part IV, Item 15.<|endoftext|>Adams LLP in 2020 and 2019 to the Company.
(1)
Audit Fees include professional services for the audit of our annual financial statements, reviews of the financial statements included in our Form 10-Q filings, and services normally provided in connection with statutory and regulatory filings or engagements.
To help assure independence of our independent auditor, the Audit Committee has established a policy whereby all audit, review, attest and non-audit engagements of the principal auditor or other firms must be approved in advance by the Audit Committee; provided, however, that de minimis non-audit services may instead be approved in accordance with applicable SEC rules. This policy is set forth in our Audit Committee Charter. Of the fees shown above in the table, which were paid to our independent auditors, 100% were approved by the Audit Committee.
### PART IV
Item 15.Exhibit and Financial Statement Schedules<|endoftext|>March 2, 2021).
21.1 *
List of Subsidiaries
23 *
24.1
Power of Attorney (included on the signature page of the Original Form 10-K)
31.1 *
Certification of Principal Executive Officer pursuant to Exchange Act Rules13a-14(a) and 15d-14(a)
31.2 *
Certification of Principal Financial Officer pursuant to Exchange Act Rules13a-14(a) and 15d-14(a)
32.1 *
Section1350 Certification of Principal Executive Officer
32.2 *
Section1350 Certification of Principal Financial Officer
101.INS *
XBRL Instance Document
101.SCH *
101.CAL *
101.DEF *
101.LAB *
101.PRE *
104 *
Cover Page Inline XBRL File (included in Exhibit 101)
*Filed herewith.
**Indicates management contract or compensation plan or agreement.
+Certain information has been excluded from this exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed.
### ITEM16. FORM 10-K SUMMARY
None.<|endoftext|>1 to the Annual Report on Form 10-K/A for the year ended December 31, 2020 of
### Exsular Financial Group Inc.
(the Company) filed with the Securities and Exchange Commission on March 31, 2021 (the Form 10-K) is to furnish Exhibits 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.
This Amendment No.
### EXHIBITS:
Exhibit Number
Description of Exhibits
3.1
(1)
Articles of Incorporation
3.2
(1)
Bylaws
31.1*
Certification of CEO pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
31.2*
Certification of CFO pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1*
Certification of CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
XBRL Instance Document
101.SCH*
101.CAL*
101.DEF*
101.LAB*
101.PRE*
*
Filed herewith
(1)
These exhibits have been previously filed with Registrants Form 10 Registration Statement filed October 21, 2020<|endoftext|>Aditx Therapeutics, Inc.. (hereinafter referred to as us, we, or the Company) is filing this Amendment No. 1 on Form 10-K/A (the First Amendment) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the Securities and Exchange Commission (SEC) on March 25, 2021 (the Original Report) solely to amend and restate the Exhibit Index included in Item 15 by addingExhibits
3.2, 3.4, 4.2 4.4 and 10.1 through 10.23, which were omitted from the Original Report.
Except as described above, no other information in the Original Filing has been updated and this First Amendment continues to speak as of the date of the Original Filing. Other events occurring after the filing of the Original Filing or other disclosure necessary to reflect subsequent events will be addressed in other reports filed with or furnished to the SEC subsequent to the date of the filing of the Original Filing.
Item 15.<|endoftext|>By this item are included in Part II, Item 8 of the Original Filing;
All schedules were omitted because they are not applicable or not required, or because the required information is shown in the consolidated financial statements or in the notes thereto.
(b)
### Exhibits:
The exhibits required to be filed by Item 15 are set forth in, and filed with or incorporated by reference in, the Exhibit Index of the Original Filing. The attached list of exhibits in the Exhibit Index sets forth the additional exhibits required to be filed with this Amendment and is incorporated herein by reference in response to this item.
EXHIBIT INDEX
### Exhibit
No.
Exhibit Index
### Form
Filing Date
Exhibit
### Number
Filed
Herewith
31.3
Certification of Principal Executive Officer, as required by Rule 13a-14(a) or Rule 15d-14(a)
X
31.4
Certification of Principal Financial Officer, as required by Rule 13a-14(a) or Rule 15d-14(a)
X<|endoftext|>Fortress Biotech, Inc., a Delaware corporation (the Company), is filing this Amendment No. 1 on Form 10-K/A (the 10-K/A) to amend the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the 10-K), originally filed with the Securities and Exchange Commission (the SEC) on March 31, 2021, solely to correct the date of the independent auditor opinion.
No other amendments have been made to the 10-K or to the audited financial statements for the fiscal year ending December 31, 2020.
This 10-K/A does not reflect events that may have occurred subsequent to the initial filing of the 10-K and does not modify or update the disclosure contained therein in any way, other than as required to reflect the amendments discussed above.
The information required by this Item is set forth in the consolidated financial statements and notes thereto beginning at page F-1 of this Annual Report on Form 10-K/A.
### PARTIV
Item15.<|endoftext|>16, 2021, by and between Desktop Metal and Ali El Siblani
10-K
10.21
3/15/2021
10.22
Northwest Park Office Lease, dated as of August 23, 2016, by and between NWP Building 24 LLC and Legacy Desktop Metal
S-4
10.27
10/15/2020
10.23
Amendment to Northwest Park Office Lease, dated as of October 3, 2017, by and between NWP Building 24 LLC and Legacy Desktop Metal
S-4
10.28
10/15/2020
21.1
Subsidiaries of the Company
*
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
*
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
*
32.1
Certification of Chief Executive Officer and Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350
*
101.INS
XBRL Instance Document
*
101.SCH
*
101.CAL
XBRL Taxonomy Calculation Linkbase Document
*
101.DEF
XBRL Taxonomy Definition Linkbase Document
*
101.LAB
*
101.PRE
*
*
*
Filed with this Annual Report on Form10-K/A.<|endoftext|>[
Ngm Biopharmaceuticals Inc
]
### EXPLANATORY NOTE
We are filing this Amendment No.1 to Annual Report on Form
10-K/A
10-K for the fiscal year ended December31, 2020, as filed with the Securities and Exchange Commission (the SEC) on March15, 2021 (the
10-K).
This Amendment is being filed solely to refile the certifications of our principal executive officer and principal financial officer as exhibits to this Amendment as required pursuant to Rules
13a-14(a) and
15d-14(a) under the Securities and Exchange Act of 1934.
No attempt has been made in this Amendment to otherwise modify or update the other disclosures presented in the
10-K.
This Amendment does not reflect events occurring after the filing of the original
10-K
(i.e., those events occurring after March15, 2021) or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the
10-K and our other filings with the SEC.<|endoftext|>No.
10.4
Private Placement Warrants Purchase Agreement between Colonnade Acquisition Corp.
8-K
(File
No.
10.5
Administrative Services Agreement by and among Colonnade Acquisition Corp.
8-K
(File
No.
10.6
Form of Indemnity Agreement (Incorporated by reference to Exhibit 10.5 to the Companys Form
S-1
10.7
Promissory Note, dated as of June 30, 2020 by Colonnade Acquisition Corp. in favor of Colonnade Sponsor LLC, in the amount of $300,000 (Incorporated by reference to Exhibit 10.6 to the Companys Form
S-1
10.8
Securities Subscription Agreement by and among Colonnade Acquisition Corp. and Colonnade Sponsor LLC, dated June 30, 2020 (Incorporated by reference to Exhibit 10.7 to the Companys Form
S-1
No.333-240378), filed with the SEC on August 4, 2020).
31.1*
13a-14(a) and
31.2*
13a-14(a) and
32.1**
13a-14(a) and
32.2**
101.INS
XBRL Instance Document
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
*Filed herewith
**Furnished herewith | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
### EXPLANATORY NOTE
Virgin Galactic Holdings, Inc. 1 (Amendment No. 1) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 as filed with the Securities Exchange Commission on March 1, 2021 (the Original Form 10-K) solely to replace Exhibit 23.1, the consent of KPMG LLP (the Consent) included in the Original Form 10-K, with a corrected Consent.
The Consent filed with the Original Form 10-K inadvertently omitted the reference to the Companys Registration Statement on Form S-3 (File No. 333-237961).
A new Consent is filed as Exhibit 23.1 attached hereto.
Except as otherwise expressly noted herein, this Amendment No. 1 does not modify or update in any way the financial position, results of operations, cash flows, or other information contained or incorporated in, including the exhibits thereto, the Original Form 10-K, nor does it reflect events occurring after the filing of the Original Form 10-K.
1 and this Amendment No.
### Part IV
Item 15.<|endoftext|>### EXPLANATORY NOTE
Avalara, Inc. (the Company) is filing this Amendment No.1 (this Amendment No.1) to its annual report on
Form10-K for the fiscal year ended December31, 2020, as filed with the Securities and Exchange Commission on February25, 2021 (the Original
Form10-K), in order to file the correct Consent of Deloitte& Touche LLP, Independent Registered Public Accounting Firm filed as Exhibit23.1 to the Original
### Form10-K.
This Amendment No.1 should be read in conjunction with the Original
Form10-K, which continues to speak as of the date of the Original
### Form10-K.
Other than the filing of the corrected Consent of Deloitte& Touche LLP, Independent Registered Public Accounting Firm mentioned above, this Amendment No.1 does not modify or update the disclosures in the Original
Form10-K in any way. Accordingly, this Amendment No.1 does not reflect events occurring after the filing of the Original
Form10-K or modify or update any related or other disclosures.<|endoftext|>Process to review the appointment of the Company's independent registered public accounting firm for the year ending December 31, 2017. As a result of this process, on July 12, 2017, the Board elected to engage RBSM LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2017 and dismissed Mayer Hoffman McCann PC from that role. RBSM LLP remains the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020.
We do not have an audit committee and, as a result, our Board of Directors evaluates the scope and cost of the engagement before the auditor renders audit or non-audit services. The Board of Directors has considered the services provided by RBSM LLP as disclosed above in the captions audit fees and all other fees and has concluded that such services are compatible with the independence of RBSM LLP as our principal accountant.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.<|endoftext|>### EXPLANATORY NOTE
First Community Bankshares, Inc. (the Company) is filing this Form 10-K/A (the Form 10-K/A) to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the Original Filing), as filed with the Securities and Exchange Commission (SEC) on March 12, 2021, for the sole purpose of including information that was inadvertently omitted in the EDGAR preparation process. Specifically, the following information was excluded in the Original Filing :
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements
Managements Assessment of Internal Control over Financial Reporting
Report of Independent Registered Public Accounting Firm on Managements Assessment of Internal Control Over Financial Reporting
Item 9 Changes in Disagreements with Accounting and Financial Disclosure (none)
Item 9B Other Information (none)
All of Part III, including:
### Item 14 Principal Accounting Fees and Services
Part IV:
Item 15<|endoftext|>### EXPLANATORY NOTE
BellRing Brands, Inc. (the Company, we, us, and our) is filing this Amendment No. 1 (the Amendment) on Form 10-K/A to amend our Annual Report on Form 10-K for the fiscal year ended September 30, 2020, filed with the U.S. Securities and Exchange Commission on November 20, 2020 (the Original 10-K), for the purpose of filing revised versions of Exhibits 31.1, 31.2 and 31.3 filed with the Original 10-K.
We are filing revised exhibits solely in order to include in the certifications set forth in the Exhibits the language added to the introductory portion of paragraph 4 and the language of revised paragraph 4(b), which language was inadvertently omitted from the certifications when originally filed. The Amendment does not reflect events occurring after the date of the filing of the Original 10-K or modify or update any of the other disclosures contained therein in any way. Accordingly, the Amendment should be read in conjunction with the Original 10-K.
### PART IV
Item 15.<|endoftext|>Policy for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm, Deloitte& Touche LLP. The policy generally allows for pre-approval of specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts.
Pre-approval may also be given as part of the Audit Committees approval of the scope of the engagement of the independent registered public accounting firm or on an individual case-by-case basis before the independent registered public accounting firm is engaged to provide each service. By the adoption of this policy, the Audit Committee has delegated the authority to pre-approve services to the Chairperson of the Audit Committee, subject to certain limitations.
The Audit Committee has determined that the rendering of the services other than audit services by Deloitte& Touche LLP is compatible with maintaining the independent registered public accounting firms independence.
Item15.<|endoftext|>### EXPLANATORY NOTE
Kontoor Brands, Inc. 1 on Form 10-K/A (this Amendment) to the Companys Annual Report on Form 10-K for the fiscal year ended January 2, 2021, which was originally filed with the Securities and Exchange Commission (the SEC) on March 3, 2021 (the Original Filing), to file revised certifications of its principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). Because no financial statements are contained within this Amendment, paragraph 3 of the Section 302 Certifications has been omitted. The revised Section 302 Certifications are attached to this Amendment as Exhibits 31.1 and 31.2.
Except as otherwise indicated herein, this Amendment continues to refer to the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company's other filings with the SEC.
ITEM 15.
3. Exhibits:
The following exhibits are filed as part of this Amendment.<|endoftext|>Consolidated financial statements and other professional services rendered by our independent registered public accounting firm Liggett & Webb, PA.
(1) Audit Fees. These are fees for professional services for the audit of our annual consolidated financial statements, and for the review of the consolidated financial statements included in our filings on Form 10-K and Form 10-Q, and for services that are normally provided in connection with statutory and regulatory filings or engagements.
(2) Audit-Related Fees. These are fees for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrants consolidated financial statements.
(3) Tax Fees. These are fees for professional services rendered by the principal accountant with respect to tax compliance, tax advice and tax planning.
(4) All Other Fees. These are fees for products and services provided by the principal accountant, other than the services reported above.
### PART IV
Item 15.<|endoftext|>### Explanatory Note
1 (Amendment No. 1) to our Annual Report on Form 10-K for the year ended December 27, 2020 (the Original Form 10-K), as filed with the Securities and Exchange Commission on February 11, 2021 (the Original Filing Date), solely to correct an administrative error in the content of Exhibit 23.1, Consent of Independent Registered Public Accounting Firm (the Consent) that resulted in an improperly worded auditors consent. A new Exhibit 23.1 with the appropriate corrections is filed as Exhibit 23.1 attached hereto.
Except as described above, no changes have been made to the Original Form 10-K and this Amendment No.1 does not modify, amend or update in any way any of the financial or other information contained in the Original Form 10-K. This Amendment No.
1 and this Amendment No.
### PART IV
Item 15.
Exhibit Number
23.1
Consent of KPMG LLP.*
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
*
Filed herewith<|endoftext|>This Amendment No. 2 to Achison Incs (the Company) Form 10-K for the year ended on March 31, 2020, originally filed with the Securities and Exchange Commission on July 6, 2020 and Form 10-K/A filed on October 7, 2020 (collectively the Annual Report), is being filed for the purpose of correcting the nomenclature of the common stock by revising the Companys Balance Sheets as of March 31, 2020 and 2019 by adding Class A to indicate that the only common stock that the Company has authorized is Class A common stock. Other than as set forth in this Amendment No. 2, the information contained in the Annual Report, filed on July 6, 2020 and October 7, 2020, remains unchanged.
ACHISON INC
### BALANCE SHEETS
Item 6. Exhibits
Exhibit
### Number
Description of Exhibit
31.1*
Certification of Chief Executive Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a)
31.2*
Certification of Chief Financial Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a)
32.1*
Section 1350
* Filed herewith. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
### FORM 10-K/A FOR THE
Period
ENDED DECEMBER31, 2020 i
### EXPLANATORY NOTE
KINS Technology Group Inc. 1 to the Annual Report on Form 10-K/A, or this Amendment, to amend our Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on March 30, 2021, or the Original Filing, to restate our financial statements as of December 31, 2020 and for the period ended December 31, 2020 (the Original Financial Statements) as defined term included in the Companys annual report.
As a result, on June 17, 2021, the audit committee of the Companys board of directors concluded that the Original filing should no longer be relied upon and are to be restated in order to correct the classification error.
The Company has not previously amended its Current Report on Form 8-K filed on December 17, 2020 for the period affected by the restatement.
### Restatement Background
ii
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15.<|endoftext|>This Annual Report on Form 10-K/A amends the registrants Annual Report on Form 10-K, as filed by the registrant with the Securities and Exchange Commission on March 25, 2021, as follows:
### To add Exhibit 4.4; and
To reflect that Timothy Terry is the Companys Principal Executive Officer. The original Form 10-K incorrectly reflected that Moishe Gubin was the Principal Executive Officer.
Except as described above, no other information contained in Form 10-K is amended by this Form 10-K/A. In order to comply with the technical requirements of Rule 12b-15 in connection with the filing of this Form 10-K/A, updated certifications are being filed with this Form 10-K/A.
Item 15.
Exhibit No.
Description
### Exhibit 4.4
Description of Securities
E
XHIBIT
31.1
Rule 13a-14(a)/15d-14(a) Certification, signed by Timothy Terry
E
XHIBIT
31.2
Rule 13a-14(a)/15d-14(a) Certification, signed by Joel Klein
E
XHIBIT
32.1
Section 1350 Certification, signed by Timothy Terry
E
XHIBIT
32.2
### Section 1350 Certification, signed by Joel Klein<|endoftext|>### EXPLANATORY NOTE
This Amendment No. for the fiscal year ended June 30, 2021, as filed with the Securities and Exchange Commission on August 16, 2021 (the Original Filing).
This amendment is being filed for the sole purpose of amending and restating in its entirety Item 15. Exhibits and Consolidated Financial Statement Schedules under Part IV of the Original Filing to correct hyperlinks to exhibits that were filed in conjunction with the Original Filing. Due to a technical error, these hyperlinks were not functional in our original August 16, 2021 filing. Except as noted above, this Form 10-K/A does not update or modify any disclosures in or reflect any events occurring after the filing of the Original Filing. Accordingly, this Form 10-K/A should be read in conjunction with the Original Filing.
-
-
### PART IV
Item 15
PART IV
ITEM15
-
-
### PART IV
Item 15
Filed herewith.
-
-
### PART IV
Signatures
SIG
### NATURES
DATED August 19, 2021
ResMed Inc.
/s/
### MICHAEL J. FARRELL
Michael J. Farrell
Chief executive officer
-
-<|endoftext|>Golden Nugget Online Gaming, Inc. (formerly known as Landcadia Holdings II, Inc., GNOG or the Company) is filing this Amendment No.1 on Form 10-K/A (the Amendment) to amend and restate certain items in its Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on March 31, 2021 (the Original 10-K). The restatement includes the Companys financial statements and accompanying notes for the period ending December 31, 2020 and reflects a change in accounting for our warrants, which were initially recorded as a component of equity. The Company recently evaluated the terms of its warrants and determined such warrants should be classified as a derivative liabilities measured at fair value, with the changes in fair value each period reported in earnings in accordance with GAAP. The following items have been amended in this Amendment: (i) Part I, Item 1A. Risk Factors; (ii) Part II, Item 7. (iii) Part II, Item 8. (iv) Part II, Item 9A. Controls and Procedures; and (v) Part IV, Item 15.<|endoftext|>Be the beneficial owner of 5% or more of our common shares, and by each director and named executive officer, and by all directors and named executive officers as a group, contained under the caption Principal Shareholders in our Proxy Statement for our 2021 Annual Meeting of Shareholders, is incorporated herein by reference.
Item 13.
Information about transactions with related persons; review, and approval or ratification of transactions with related persons reported under the caption Principal Shareholders, and information about director independence reported under the caption Election of Directors, in our Proxy Statement for our 2021 Annual Meeting of Shareholders is incorporated herein by reference.
### Item 14.
Information about our Audit Committees pre-approval policy for audit services, and information on our principal accounting fees and services reported under the caption Ratification of the Selection of Our Independent Auditors in our Proxy Statement for our 2021 Annual Meeting of Shareholders is incorporated herein by reference.
PART IV
Item 15.<|endoftext|>The trust account, permitted withdrawals or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith.
Item 14.
Audit Fees
The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from July 14, 2020 (inception) through December 31, 2020 totaled $42,745.
### Audit-Related Fees.
We did not pay Marcum for consultations concerning financial accounting and reporting standards for the period from July 14, 2020 (inception) through December 31, 2020.
Tax Fees
We did not pay Marcum for tax planning and tax advice for the period from July 14, 2020 (inception) through December 31, 2020.
### All Other Fees
We did not pay Marcum for other services for the period from July 14, 2020 (inception) through December 31, 2020.
Pre-Approval Policy
### PART IV
Item 15.<|endoftext|>10.16 (*)
Indemnity Agreement by and between the Company and Joshua Weisenburger, dated October 21, 2020, filed as Exhibit 10.11 to the Companys Current Report on Form 8-K, filed with the Commission on October 26, 2020.
14.1 (*)
Code of Ethics, filed as Exhibit 14.1 to the Company's Annual Report on Form 10-K, filed with the Commission on March 12, 2021.
31.1 (#)
31.2 (#)
31.3 (#)
32.1 (#)(##)
1350.
32.2 (#)(##)
1350.
32.3 (#)(##)
1350.
101.INS (#)
XBRL Instance Document
101.SCH (#)
101.CAL (#)
101.DEF (#)
101.LAB (#)
101.PRE (#)
(*)
(#)
Filed herewith.
(##)
The certifications attached as Exhibits 32.1, 32.2, and 32.3 that accompany this Report, are not deemed filed with the SEC and are not to be incorporated by reference into any filing of Yellowstone Acquisition Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Report irrespective of any general incorporation language contained in such filing.
Item 16.
### FORM 10-K SUMMARY
None.<|endoftext|>### EXPLANATORY NOTE
Sports Entertainment Acquisition Corp. 2), or this Amendment, to amend and restate certain items in its Annual Report for the period ended December 31, 2020 on Form 10-K originally filed with the Securities and Exchange Commission (the SEC) on March 30, 2021 and the first amendment thereto filed on Form 10-K/A, originally filed with the SEC on March 31, 2021 (together, the Original Filing) to restate our financial statements as of and for the period ended December 31, 2020 (the Affected Period) included in the Original Filing (the Original Financial Statements).
As a result, on May 27, 2021, the Companys management in consultation with the Company audits committee concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.
The Company has not amended its Current Report on Form 8-K filed on October 13, 2020 for the Affected Period.
### Restatement Background
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15.<|endoftext|>### NOTE
CohBar, Inc. 1 (the Amendment) to amend its annual report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission (the SEC) on March 30, 2021 (the Original Form 10-K).
This Amendment is being filed solely to refile the certifications of the Companys principal executive officer and principal financial officer as exhibits to this Amendment as required pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934.
No attempt has been made in this Amendment to otherwise modify or update the other disclosures presented in the Original Form 10-K. This Amendment does not reflect events occurring after the filing of the Original Form 10-K (i.e., those events occurring after March 30, 2021) or modify of update those disclosures that may be affected by subsequent events. Such subsequent matters are addressed in subsequent reports filed with the SEC. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Companys other filings with the SEC.
### PARTIV
Item 15.<|endoftext|>1 to the Annual Report on Form 10-K for the year ended December 31, 2020 of
### Dream Homes & Development Corp
(the Company) filed with the Securities and Exchange Commission on April 15, 2021 (the Form 10-K) is to furnish Exhibits 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.
This Amendment No.
### PART IV
Item 15. Exhibits
### Exhibits
Number
Description
3.1 (1)
Certificate of Incorporation of The Virtual Learning Company, Inc.
3.2 (1)
By-laws of The Virtual Learning Company, Inc.
4.1 (1)
Sample Stock Certificate
10.1 (1)
Intellectual Property Purchase Agreement
10.2 (1)
Consulting Agreement with William Kazmierczach
*31.1
Certification of Principal Executive Officer and Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant Section 302 of the Sarbanes Oxley Act of 2002
*32.1
Certification of Chief Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C.
*101.INS
XBRL Instance Document
*101.SCH
*101.CAL
*101.DEF
*101.LAB
*101.PRE
(1) Previously filed.
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### Explanatory Note
Cardtronics plc (Cardtronics or the Company) is filing this Amendment No. 1 to our Form 10-K for the fiscal year ended December 31, 2020, originally filed with the Securities and Exchange Commission (SEC) on March 1, 2021 (the Original Form 10-K Filing), for the purpose of providing the information required by Part III. This Amendment updates Part III in its entirety to contain the information required therein.
This Amendment No. 1 speaks as of the original filing date of the Original Form 10-K Filing and reflects only the changes to the cover page, and Items 10, 11, 12, 13 and 14 of Part III and Item 15 of Part IV to include new certifications of our principal executive officer and principal financial officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002. No other information included in the Original Form 10-K Filing, including the information set forth in Part I and Part II, has been modified or updated in any way.
### CARDTRONICS PLC
Page
PART III
### Item 10.
Item 11.
### Executive Compensation
Item 12.
### Item 13.
Item 14.
PARTIV
Item 15.<|endoftext|>### Explanatory Note
Verra Mobility Corporation (the
Company
) is filing this Amendment No.1 on Form10-K/A(this
### Amendment
) to the Companys Annual Report on Form10-Kfor the fiscal year ended December31, 2020, which was originally filed with the Securities and Exchange Commission (the
SEC
) on March1, 2021 (the
### Original Filing
), to file revised certifications of its principal executive officer and principal financial officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002 (the
Section302 Certifications
). Because no financial statements are contained within this Amendment, paragraph 3 of the Section302 Certifications has been omitted. The modified Section302 Certifications are attached to this Amendment as Exhibits 31.1 and 31.2.
Except as otherwise indicated herein, this Amendment continues to refer as of the date of the Original Filing. The filing of this Amendment is not an admission that the Original Filing, when filed, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.
### PART IV
Item 15.<|endoftext|>Marcum any tax fees.
### All Other Fees
During the year ended December 31, 2020, we did not pay Marcum any other fees.
Audit Committee Approval
Because our audit committee was not formed until January 11, 2021, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. However, in accordance with Section 10A(i) of the Exchange Act, before we engage our independent registered public accounting firm to render audit or non-audit services on a going-forward basis, the engagement will be approved by our audit committee.
PART IV
ITEM 15.
(a) The following documents are filed as part of this report:
(1) Financial Statements:
(2) Financial Statement Schedules:
### None.
(b) The following Exhibits are filed as part of this report:
(1)
Incorporated by reference to the Companys Current Report on Form 8-K filed on January 15, 2021.
(2)
Incorporated by reference to the Companys Registration Statement on Form S-1 (SEC File No. 333-251650).
### Item 16. FORM 10-K SUMMARY
None.<|endoftext|>31, 2019
AllyMe Group, Inc. and Subsidiaries Consolidated Balance Sheets as of December 31, 2020 and 2019
AllyMe Group, Inc. and Subsidiaries Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2020 and 2019
AllyMe Group, Inc. and Subsidiaries Consolidated Stockholders Deficit for the period from December 31, 2018 to December 31, 2020
AllyMe Group, Inc. and Subsidiaries Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019
AllyMe Group, Inc. and Subsidiaries Notes to Consolidated Financial Statements
2.
All financial statement schedules have been omitted as they are not required, not applicable, or the required information is otherwise included.
3. EXHIBITS
The exhibits listed below are filed as part of or incorporated by reference in this report.
Exhibit No.
Identification of Exhibit
31.1.
31.2.
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.<|endoftext|>### EXPLANATORY NOTE
NavSight Holdings, Inc.
10-K/A
(Amendment No.1), or this Annual Report, to amend our Annual Report on Form
10-K for the period ended December31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March29, 2021, or the Original Filing, to restate our financial statements for the period ended December31, 2020. We are also restating the financial statements as of December31, 2020 in the accompanying financial statements included in this Annual Report, including describing the restatement and its impact on previously reported amounts.
815-40,
ASC
Under ASC
Based on managements evaluation, the Companys audit committee, in consultation with management and after discussion with the Companys independent registered public accounting firm, concluded that the Companys warrants are not indexed to the Companys common shares in the manner contemplated by ASC
### Section815-40-25.
i
10-K/A.
8-K
Annual Report on Form
Items Amended
Risk Factors; (ii)Part II, Item 7. (iii)Part II, Item 8. (iv)Part II, Item 9A. Controls and Procedures; and (v)Part IV, Item 15.<|endoftext|>Floor, New York, NY 10016.
(6)
Flynn, a US citizen. The business address of each of the Reporting Persons is 780 Third Avenue, 37 th
Floor, New York, NY 10017.
(7)
Glazer is 250 West 55 th
Street, Suite 30A, New York, NY 10019.
(8)
### Changes in Control
None.
Item13.
As more fully discussed in the section of this Annual Report on Form 10-K entitled Item10.
The audit committee of our board of directors has adopted a charter, providing for the review, approval and/or ratification of related party transactions, which are those transactions required to be disclosed pursuant to Item404 of RegulationS-K as promulgated by the SEC, by the audit committee.
Item14.
### Audit Fees
The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from August21, 2020 (inception) through December31, 2020 totaled $78,280.
Audit-Related Fees.
### Tax Fees
All Other Fees
### Pre-Approval Policy
PART IV
Item15.<|endoftext|>Postal Realty Trust, Inc. (the Company, we, us, and our) is filing this Amendment No.1 (the Amendment) on Form10-K/Ato amend our Annual Report on Form10-Kfor the fiscal year ended December31, 2020, filed with the Securities and Exchange Commission on March30, 2021 (the Original10-K),for the purpose of filing revised versions of Exhibits 31.1 and 31.2 filed with the Original10-K.
We are filing revised exhibits solely in order to include in the certifications set forth in the Exhibits the language added to the introductory portion of paragraph4, which language was inadvertently omitted from the certifications when originally filed. The Amendment does not reflect events occurring after the date of the filing of theOriginal10-Kor modify or update any of the other disclosures contained therein in any way. Accordingly, the Amendment should be read in conjunction with theOriginal10-K.The Amendment consists solely of the preceding cover page, this explanatory note, the signature page and paragraphs1, 2, 4 and 5 of each of the revised certifications filed as exhibits to the Amendment.
PART IV.
ITEM15.
### EXHIBIT INDEX
* Filed herewith<|endoftext|>On April 2, 2021, RCM Technologies, Inc. (Company, we, us, our and RCM) filed its Annual Report on Form 10-K for the year ended January 2, 2021 (the Original Filing), with the Securities and Exchange Commission (the Commission). The Company indicated that it would incorporate Part III of Form 10-K in the Original Filing by reference to the Companys definitive proxy statement for its 2021 annual meeting of stockholders. Because the Company does not anticipate filing its definitive proxy statement by May 3, 2021, the Company is filing this Amendment No. 1 (this Amendment) on Form 10-K/A, which amends and restates items identified below with respect to the Original Filing and provides the disclosure required by Part III of Form 10-K.
This Form 10-K/A only amends information in Part III, Item 10 (Directors, Executive Officers and Corporate Governance), Item 11 (Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions, and Director Independence), Item 14 (Principal Accounting Fees and Services) and Part IV, Item 15 (<|endoftext|>This Amendment No.1 (the Amendment) to the Annual Report on Form10-Kof Aridis Pharmaceuticals, Inc. (the Company) for the fiscal year ended December31, 2019, originally filed with the Securities and Exchange Commission (the SEC) on April 8, 2020 (the Original Filing), is being filed solely to include revised Exhibits 31.1 and 31.2, which include certain statements required by Item 601(b)(31) of RegulationS-Kinadvertently omitted by the Company when originally filed. This Amendment contains only the cover page, this explanatory note, the exhibit index, the signature page and the revised certifications.
Except for the foregoing, this Amendment does not alter or update any information contained in the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events that have occurred as of a date subsequent to the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing, and the Companys filings made with the SEC subsequent to the filing of the Original Filing.
### PART IV
Item15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
31, 2019 (the most recent tax year ended completed and filed), is as follows:
The tax character of dividends paid to stockholders during the tax year ended December 31, 2020, is expected to be ordinary income, capital gains and return of capital. Because of the difference between our fiscal and tax year ends, the final determination of the tax character of dividends will not be made until we file our tax return for the tax year ending December 31, 2020.
The components of undistributed earnings on a tax basis as of December 31, 2019 is as follows:
### December 31, 2019
Unrealized fair value appreciation
$
The following table presents the aggregate gross unrealized appreciation, depreciation, and cost basis of investments for income tax purposes as of:
### F - 43
MacKenzie Realty Capital, Inc.
Schedule III- Real Estate Properties and Accumulated Depreciation
### June 30, 2021
*Date the Company consolidated the underlying entity that owns the property
A summary of activity for real estate and accumulated depreciation for the year ended June 30, 2021. The Company did not own any real estate properties prior to year ended June 30, 2021.
S - 1<|endoftext|>Also pre-approve services that are expected to be provided to the Company by the independent registered public accounting firm during the next 12months and at each regularly scheduled meeting of the Audit Committee, management or the independent registered public accounting firm must report to the Audit Committee each service actually provided to the Company pursuant to the pre-approval.
Our Audit Committee has determined that the provision of the non-audit services described in the table above was compatible with maintaining the independence of our independent registered public accounting firm. The Audit Committee reviews each non-audit service to be provided and assesses the impact of the service on the registered public accounting firms independence.
### PARTIV
Item 15.
(a)
Documents filed as part of this Annual Report on Form10-K/A:
3.
### Exhibits
Exhibits are incorporated herein by reference or are filed with this report as indicated below:
Exhibit No.
Description
31.3
Certification of CEO Pursuant to Section302 of Sarbanes-Oxley Act of 2002
31.4
Certification of CFO Pursuant to Section302 of Sarbanes-Oxley Act of 2002.
SIGNATURE<|endoftext|>### EXPLANATORY NOTE
1 to the Annual Report on Form 10-K (the Form 10-K) for the period ended March 31, 2021, is to furnish Exhibit 4.1, Exhibit 4.2 and Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to the Form 10-K provides the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language). This Amendment No.
iii
Item 15. Exhibits.
### Exhibits Required by Item 601 of Regulation S-B
The following Exhibits are filed with this annual report, subject to the Registrant's right under Rule 12b-32 under the Exchange Act to incorporate previously filed Exhibits by reference:
________________
(1)
Submitted Electronically Herewith. Attached as Exhibit 101 to this annual report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Balance Sheets as of March 31, 2021 and 2020; (ii) Statements of Operations for the years ended March 31, 2021 and 2020; (iii) Statements of Cash Flows for the years ended March 31, 2021 and 2020; (iv) Statements of Shareholders' Equity for the years ended March 31, 2021 and 2020; and (v) Notes to Financial Statements.<|endoftext|>### EXPLANATORY NOTE
This Amendment No. 1 (Amendment No. 1) to the Annual Report on Form 10-K of PDL Community Bancorp (the Company we, our or us) for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission (SEC) on March
29, 2021
(the 2020 Annual Report), is being filed to include in the 2020 Annual Report an updated listing of the Companys subsidiaries as provided by Exhibit 21.1.
Pursuant to Rule 12b-15, the Company is including Item 15 of Part IV with this Amendment No. 1, solely to file the updated Exhibit 21.1 and the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 or 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certification have been omitted. We are not including the certifications under Section 906 of the SarbanesOxley Act of 2002 as no financial statements are being filed with this Amendment No. 1.
This Amendment No. 1 does not affect any other portion of the 2020 Annual Report. 1 does not reflect any event occurring after March 29, 2021, the filing date of the 2020 Annual Report.
i
### PART IV
Item 15.<|endoftext|>### EXPLANATORY NOTE
This Amendment No. 3 on Form 10-K/A (this Amendment) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2020 of Support.com, Inc. (Support.com, the Company, We or Our), as originally filed with the Securities and Exchange Commission (SEC) on March 30, 2021, and as amended by the Amendment No. 1 on Form 10-K/A filed on April 30, 2021 and by the Amendment No. 2 on Form 10-K/A filed on July 16, 2021 ((Amendment No. 2) (as so amended, the Original Form 10-K).
Pursuant to a comment letter of the SEC dated August 3, 2021, this Amendment is being filed solely to (i) correct theinadvertentomission of paragraph 3 of the certification of our Chief Executive Officer filed asExhibit31.5 and the certification of our Chief Financial Officer filed asExhibit31.6 to Amendment No. 2 and (ii) correct theinadvertentomission in Amendment No. 2 of the Statement of the Chief Executive Officer under 18 U.S.C. 1350 and the Statement of the Chief Financial Officer under 18 U.S.C. 1350.
This Amendment should be read in conjunction with the Original Form 10-K and our other filings made with the SEC subsequent to filing of the Original Form 10-K.
ITEM 15
3 on Form 10-K/A.<|endoftext|>AMENDMENT NO.
FOR THE YEAR ENDED JUNE 30, 2021
### EXPLANATORY NOTE
1 to our Annual Report on Form 10-K for the period ended June 30, 2021 as filed with the Securities and Exchange Commission on September 23, 2021 is to furnish Exhibits 101 to the Form 10-K.
No changes have been made to the Annual Report other than the furnishing of Exhibit 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB and 101.PRE described above. This Amendment No. 1 to Form 10-K does not reflect subsequent events occurring after the original filing date of the Form 10-K or modify or update in any way disclosures made in the Form 10-K, as amended.
In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this Amended Report, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished, respectively as exhibits to the Original Report have been re-executed and re-filed as of the date of this Amended Report and are included as exhibits hereto.
### PART IV
(b)
Exhibit Listing.
An index of exhibits incorporated by reference or filed with this Annual Report on Form 10-K is provided below.
### Exhibit
Number
Description of Exhibit
Filing Reference<|endoftext|>Tuscan Holdings II Corp. 1 to the Annual Report on Form 10-K/A, or this Amendment, to amend our Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on March 19, 2021, or the Original Filing, to restate our financial statements as of and for the periods ended July 16, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020 September 30, 2020, and December 31, 2020 included in the Companys annual report on Form 10-K filed with the SEC on March 19, 2021 (collectively, the Original Financial Statements).
As a result, on June 25, 2021, after consultation with Marcum LLP, the Companys independent registered public accounting firm, the Companys board of directors concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.
The Company has not amended its Current Report on Form 8-K filed on July 16, 2019 or its subsequent quarterly reports on Form 10-Q for the periods affected by the restatement.
### Restatement Background
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15.<|endoftext|>28, 2019, and incorporated herein by reference).
**
Subsidiaries of the Company.
***
### Consent of PricewaterhouseCoopers
31.1
***
Certification of Chief Executive Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
***
Certification of Chief Financial Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
****
32.2
****
The following financial information from our Annual Report on Form 10-K/A for the year ended October 3, 2020, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows, (vi) the Notes to Consolidated Financial Statements, and (vii) Financial Statement Schedule.
Cover Page Interactive Data File formatted in iXBRL.
*
**
Previously filed with the Original Form 10-K.
***
Filed herewith.
****
Furnished herewith.
FINANCIAL STATEMENT SCHEDULE
TYSON FOODS, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS<|endoftext|>### Explanatory Note
10x Genomics, Inc. (the Company) is filing this Amendment No. 1 on Form 10-K/A (the Amendment) to the Companys Annual Report on Form 10-K for the year ended December 31, 2020 (the Form 10-K), filed with the Securities and Exchange Commission on February 26, 2021 (the Original Filing Date), to update the exhibit index included in Part IV, Item 15(a)(3) of the Form 10-K to (i) include Ms. Ruth De Backers employment offer letter as exhibit 10.9 hereto and (ii) incorporate by reference certain previously filed exhibits which were inadvertently omitted from the exhibit index of the Form 10-K.
No other changes have been made to the Form 10-K. Except as indicated otherwise herein, this Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-K.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, currently-dated certifications from the Companys Chief Executive Officer and Chief Financial Officer are included as Exhibits to this Amendment No. 1, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
### PART IV
Item15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Recharge Acquisition Corp. (the Company, we, our or us) is filing this Annual Report on Form10-K/A (Amendment No.1), or this Amendment, to amend our Annual Report on Form10-K for the year ended December31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March25, 2021, or the Original Filing, to restate our financial statements as of and for the year ended December31, 2020.
As a result, on May17, 2021, after consultation with Marcum LLP, the Companys independent registered public accounting firm, the Companys board of directors concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.
The Company has not amended its Current Report on Form8-K filed on October9, 2020 for the period affected by the restatement.
In addition, as required by Rule12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Companys principal executive officer and principal financial officer are filed as exhibits (in Exhibits 31.1 and 32.1) to this Amendment under Item 15 of PartIV hereof.
### Restatement Background
PartII Item 7.
PartII Item 8.
PartII Item 9A. Controls and Procedures.
PartIV Item 15.<|endoftext|>### EXPLANATORY NOTE
This Amendment No. 1 of Form 10-K/A (this Amendment) to Northfield Bancorp, Inc.s Annual Report on form 10-K for the fiscal year ended December 31, 2020, which was originally filed with the Securities and Exchange Commission on March 10, 2021 (the Original Filing), is being filed for the sole purpose of amending the signatures page. The Original Filing inadvertently included a retired director on the signatures page.
Except as described above, no changes have been made to the Original Filing and this Amendment does not modify, amend, or update in any way any financial or other information contained in the Original Filing. This Amendment does not reflect events that may have occurred subsequent to the Original Filing.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to this Amendment No.
PART IV
ITEM 15.
(2) The Exhibits below.
Exhibit No.
Exhibit
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
* Filed herewith<|endoftext|>2019
10.3
**
Promissory Note with Kenny L. DeMeirleir dated August 12, 2020
10.4
***
10.5
***
Promissory Note with Vincent C. Lombardi dated December 31, 2020
10.6
***
10.7
**
Letter Agreement with Artemis Holdings Group, LLC dated October 14, 2020
10.8
***
Amended Consulting Agreement with Stanley Berk/Steven Leatherman (SBSL Consultants) and Jeff Baclet/Tom Prutzman (Consultants) dated December 28, 2020
10.9
***
Form of Series 2 Senior Convertible Secured Promissory Note
10.10
***
Sixth Amendment to Promissory Note with Larry Mamey dated March 5, 2021
*
Code of Ethics
31.1
31.2
101 INS
XBRL Instance Document
101 PRE
101 LAB
101 DEF
101 CAL
101 SCH
* Incorporated by reference from the Companys Amendment No. 2 to its Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 7, 2019.
** Incorporated by reference from the Companys Quarterly Report on Form 10-Q for the period ended September 30, 2020 filed with the Securities and Exchange Commission on November 20, 2020.
*** Incorporated by reference from the Companys Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission on April 14, 2021.
ITEM 16: FORM 10-K SUMMARY.
None.<|endoftext|>### Explanatory Note
Velodyne Lidar, Inc. 1 onForm 10-K/A(the Amendment) to its Annual Report onForm 10-Kfor the year ended December 31, 2020, originally filed on March 29, 2021 (the Form 10-K), for thesole purpose of including the information required byPart III ofForm 10-K.This information was previously omitted from the Form 10-K in reliance on General Instruction G(3) toForm 10-K,which permits the information in the below referenced items to be incorporated in theForm 10-Kby reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year end. We are filing this Amendment to provide information required in Part III ofForm 10-Kfor the fiscal year ended December 31, 2020, because a definitive proxy statement containing such information will not be filed by the Company within 120 days after the end of the fiscal year covered by theForm 10-K.
Except as described above, this Amendment does not amend any other information set forth in the Form 10-K, and we have not updated disclosures included in this Form 10-K to reflect any subsequent events.
### VELODYNE LIDAR, INC. AND SUBSIDIARIES
Page
PART III.
### Item 10.
Item 11.
### Executive Compensation
Item 12.
### Item 13.
Item 14.
PART IV.
Item 15.<|endoftext|>### Explanatory Note
On February 18, 2021, GATX Corporation (the "Company") filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 2020.
This amendment No. 1 to Form 10-K ("Amendment No. 1") of the Company is being filed solely to amend Item 15(c) to include the separate financial statements of Alpha Partners Leasing Limited ("APLL") as required under Rule 3-09 of Regulation S-X. The financial statements of APLL for its fiscal year ended December 31, 2020 were not available at the time the Company filed its Annual Report on Form 10-K. The required financial statements are now provided as Exhibit 99.1 to this Amendment No. 1.
Item 15 is the only portion of the Company's Annual Report on Form 10-K being supplemented or amended by this Amendment No. 1. This Amendment No. 1 does not change any other information set forth in the original filing of the Company's Annual Report on Form 10-K for the year ended December 31, 2020. This Amendment No. 1 consists solely of the preceding cover page, this explanatory note, the information required by Item 15(c) of Form 10-K as provided in Exhibit 99.1, a signature page, the consent of the independent auditors for APLL, and certifications required to be filed as exhibits hereto.
Item15.<|endoftext|>### EXPLANATORY NOTE
Forum Merger III Corporation (the Company, we, our or us) is filing this Annual Report on Form 10-K/A (Amendment No. 1), or this Annual Report, to amend our Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March 31, 2021, or the Original Filing, to restate our consolidated financial statements (i) as of and for the year ended December 31, 2020, (ii) as of August 21, 2020 and (ii) as of and for the periods ended September 30, 2020 (collectively, the Original Financial Statements) in the accompanying financial statements included in this Annual Report, including describing the restatement and its impact on previously reported amounts.
As a result, on May 5, 2021, the Companys board of directors concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.
The Company has not amended its Current Report on Form 8-K filed on August 27, 2020 or its quarterly report on Form 10-Q filed on November 12, 2020 for the period affected by the restatement.
### Restatement Background
ii
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15.<|endoftext|>Our financial statements for theyear ended June30, 2020, and certain procedures conducted in connection with the IPO.
In considering the nature of the services provided by the independent auditor, the Audit Committee determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed these services with the independent auditor and the Companys management to determine that they are permitted under the rulesand regulations concerning auditor independence promulgated by the SEC to implement the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants.
The Audit Committee has adopted a policy that requires advance approval of all audit services as well as non-audit services to the extent required by the Exchange Act and the Sarbanes-Oxley Act of 2002. Unless the specific service has been previously pre-approved with respect to thatyear, the Audit Committee must approve the permitted service before the independent auditor is engaged to perform it. Eachyear, the Audit Committee will pre-approve audit services, audit-related services and tax services to be used by the Company. The Audit Committee approved all services provided by Deloitte& Touche LLP during the indicated periods.
### PARTIV
Item15.<|endoftext|>Riley Exploration Permian, Inc. 1 (this Amendment No. 1) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was originally filed with the Securities and Exchange Commission (SEC) on March 30, 2021 (the Form 10-K). This Amendment is an exhibits-only filing that updates, amends and supplements Part IV, Item 15 of the Form 10-K for the purpose of filing the following updated exhibits:
Exhibit 23.1 - Consent of LaRoche Petroleum Consultants, Ltd.
Exhibit 99.1 - Report of LaRoche Petroleum Consultants, Ltd.
In addition, as required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, this Amendment No. 1 includes new Exhibits 31.1 and 31.2, certifications of our Principal Executive Officer and Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
1, paragraph 3 of such certifications has been omitted.
PART IV.
ITEM 15.
A.
1.
Financial Statements.
2.
Financial Schedules. Schedules have been omitted because the information required to be set forth therein is not applicable or is included in the Consolidated Financial Statements or notes thereto.
3.
Exhibits. The following exhibits are filed with, or incorporated by reference into this Report:
### Exhibit Index
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Of Directors has affirmatively determined that, in accordance with Nasdaq independence criteria, (i) Messrs. Cameron and Schafran are independent, and that (ii) Messrs. Eisen is not independent.
ITEM 14.
The fees billed for services rendered for 2020 and 2019 by EisnerAmper LLP, were as follows:
(1)
Audit fees consisted principally of fees for the audit of the annual financial statements and reviews of the condensed consolidated financial statements included in the Companys quarterly reports on Form 10-Q and review of the Companys 10-K containing proxy statement disclosure.
Pursuant to the requirements of the Sarbanes-Oxley Act of 2002, the terms of the engagement of EisnerAmper LLP are subject to specific pre-approval policies.In 2020 and 2019, all audit services and other services to be performed by EisnerAmper LLP were pre-approved by the Audit Committee in accordance with pre-approval policies established by the Board of Directors.The procedures require that all proposed engagements of EisnerAmper LLP for services of any kind be directed to the Audit Committee prior to the beginning of any service.
All services provided by the independent registered public accounting firm for 2020 and 2019 were approved in advance by the Audit Committee of the Board of Directors.
PART IV
ITEM 15.<|endoftext|>Independent accountants for the fiscal year ended June 30, 2020 and 2019 were Sadler, Gibb & Associates, LLC.
(a)
### Audit Fees
For the fiscal year ended 2020, the aggregate fees billed by Sadler, Gibb & Associates for services rendered for the audits of the annual financial statements and the review of the financial statements included in the quarterly reports on Form 10-Q or services provided in connection with the statutory and regulatory filings or engagements for those fiscal yearswere $25,500 as summarized below:
(b)
### Audit-Related Fees
For the fiscal year ended 2020 and 2019 fees billed by Sadler, Gibb & Associates were an aggregate $0 for any audit-related services other than as set forth in paragraph (a) above.
(c)
### Tax Fees
For the fiscal years ended 2020 and 2019
Sadler, Gibb & Associates did not bill any fees for tax compliance services. The auditors did not provide tax-planning advice for the fiscal years ended 2020 and 2019.
(d)
### All Other Fees
None.
PART IV
ITEM 15.
(a) Index to Exhibits
Notes:
(1)
Previously filed as an exhibit to the report on Form 8-K, filed on or about April 4, 2000, and incorporated herein by reference
(2)
Previously filed as an exhibit to the report on Form 10-Q, filed on February 25, 2009, and incorporated herein by reference<|endoftext|>Except for the matters described above, this Amendment does not update or otherwise amend the Original Filing as previously filed. This Amendment does not update the Original Filing for changes in events, estimates or other developments subsequent to the date of the original filing of the Original Filing on March 16, 202
In addition, as required by Rule12b-15under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), new certifications by the Companys principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule13a-14(a)or15d-14(a)of the Exchange Act. As no financial statements have been included in this Amendment and it does not contain or amend any disclosure with respect to Items 307 or 308 of RegulationS-K,paragraphs 3, 4, and 5 of the certifications have been omitted. 1.
### PART IV
ITEM 15.
1 on Form 10-K/A and are numbered in accordance with Item 601 of Regulation S-K.
### INDEX TO EXHIBITS
Exhibit
Number
Exhibit Title
4.5
31.1
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15(d)-14(a) (filed herewith, Exhibit 31.1).
31.2
Certification of the Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) or Rule 15(d)-14(a) (filed herewith, Exhibit 31.2).<|endoftext|>The purpose of this Amendment to the Annual Report on Form 10-K/A for the Fiscal Year ended June 30, 2019 of PHI Group, Inc. (the Company or Registrant) filed with the Securities and Exchange Commission on March 18, 2021 (the Form 10-K/A) is to correct the disclosures in connection with Item 2. and 3. under Note 23 of Form 10-K filed by the Company with the Securities and Exchange Commission on March 11, 2021, as follows:
NOTE 23
SUBSEQUENT EVENTS
2. ESTABLISHMENT AND ACTIVATION OF PHILUX GLOBAL FUNDS SCA, SICAV-RAIF
The Fund is an umbrella fund containing one or more sub-fund compartments intended to invest in real estate, renewable energy, agriculture, healthcare and especially the Asia Diamond Exchange in Vietnam.
3. DEVELOPMENT OF THE ASIA DIAMOND EXCHANGE IN VIETNAM
We are in the process of applying for 600 hectares close to the Long Thanh International Airport to develop Long Thanh Multi-Commodities Logistics Center (LMLC) which would house the proposed International Financial Center, an Urban Area and other hi-tech industrial operations.
### NOTE
: No other changes have been made to this Form 10-K/A filed on March 18, 2021 with the Securities and Exchange Commission.
ITEM 15. EXHIBITS
31.1 32.2
Certifications in Accordance with Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.<|endoftext|>Officer of the Registrant pursuant to Rule 13a-14
X
31.2
Certification of Chief Financial Officer of the Registrant pursuant to Rule 13a-14
X
32.1
Certification of Chief Executive Officer of the Registrant pursuant to 18 U.S.C.
X
32.2
Certification of Chief Financial Officer of the Registrant pursuant to 18 U.S.C.
X
The following financial statements from the Company's Annual Report on Form 10-K for the year ended March 31, 2021, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Loss, (iv) Consolidated Statements of Stockholders Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags XBRL Instance Document
X
The cover page from the Company's Annual Report on Form 10-K for the year ended March 31, 2020, formatted in Inline XBRL
X
+ Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission on request.
* Indicates management contract or compensatory plan or arrangement.
### ITEM 16. FORM 10-K SUMMARY
None.
### Table of
Contents<|endoftext|>The aggregate market value of the common stock held by non-affiliates of the registrant was $31 million on June30, 2020, based on the closing price of the common stock on that date, as reported on the Nasdaq Global Select Market. Shares held by each executive officer and director have been excluded in that such persons may be deemed to be affiliates. In the case of 10% or greater shareholders, we have not deemed such shareholders to be affiliates unless there are facts and circumstances which would indicate that such shareholders exercise any control over our company. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of shares of the registrants common stock outstanding as of March 31, 2021 was 38,602,450
### EXPLANATORY NOTE
RealNetworks, Inc. is filing this Amendment No.1 to our Form 10-K for the fiscal year ended December31, 2020, originally filed with the Securities and Exchange Commission on March15, 2021, for the purpose of providing the information required by Part III that we intended to be incorporated by reference from our proxy statement relating to our 2021 annual meeting of shareholders.
This Amendment No.
Page
### PARTIII
Item10.
Item11.
### Executive Compensation
Item12.
### Item13.
Item14.
### PARTIV
Item15.<|endoftext|>EVI Industries, Inc. (the "Company") is filing this Amendment No. 1 (this "Amendment") to its Annual Report on Form 10-K for the fiscal year ended June 30, 2021 (the "Fiscal 2021 Form 10-K"), as filed with the Securities and Exchange Commission (the "SEC") on September 13, 2021, solely to provide the remaining information required by Items 10-14 of Part III of Form 10-K. Except as it relates to the provision of such information, this Amendment does not reflect subsequent events occurring after the original filing date of the Fiscal 2021 Form 10-K or modify or update in any way disclosures made in the Fiscal 2021 Form 10-K.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Amendment also contains new certifications of the Companys principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. In addition, because no financial statements are included in this Amendment, new certifications of the Company's principal executive officer and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are not required to be included with this Amendment.
Page
### PART III
Item 10
### Item 11
Executive Compensation
### Item 12
### Item 13
### Item 14
### PART IV
Item 15<|endoftext|>Conduct and Ethics, filed as Exhibit 14.1 to the Companys Annual Report on Form 10-K filed with the Commission on March 30, 2016.
21.1 (#)
Schedule of Subsidiaries of the Company.
23.1 (#)
Consent of KPMG, LLP, Independent Registered Public Accounting Firm.
23.2 (#)
Consent of MaloneBailey, LLP, Independent Registered Public Accounting Firm.
31.1 (#)
31.2 (#)
31.3 (#)
Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1 (#)(##)
1350.
32.2 (#)(##)
1350.
32.3 (#)(##)
Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
101.INS
101.SCH (#)
101.CAL (#)
101.DEF (#)
Inline XBRL Taxonomy Extension Definition.
101.LAB (#)
101.PRE (#)
Inline XBRL Taxonomy Presentation Linkbase Document.
(*)
Incorporated by reference to the filing indicated.
(+)
(#)
Filed herewith.
(##)
The certifications attached as Exhibits 32.1, 32.2 and 32.3 that accompany this Report, are not deemed filed with the SEC and are not to be incorporated by reference into any filing of Boston Omaha Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Report irrespective of any general incorporation language contained in such filing. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
### EXPLANATORY NOTE
This Amendment No. 2 to Annual Report on Form 10-K/A (this Amendment) is being filed by Aterian, Inc. (the Company) to amend the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was originally filed with the Securities and Exchange Commission (the SEC) on March 16, 2021 (the Original Form 10-K) and was further amended by Amendment No. 1 thereto filed with the SEC on April 29, 2021 (Amendment No. 1).
The Company is filing this Amendment solely to correct an inadvertent omission of certain language from paragraph 4 of the certification of its Chief Executive Officer filed as Exhibit 31.1 and the certification of its Chief Financial Officer filed as Exhibit 31.2 to the Original Form 10-K
Except as described above, no attempt has been made in this Amendment to modify or update the other disclosures in the Original Form 10-K or Amendment No. 1. Other than as specifically stated herein, this Amendment continues to speak as of the date of the Original Form 10-K or Amendment No. 1, and the Company has not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Form 10-K or Amendment No. 1. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and Amendment No. 1.
Item 15.<|endoftext|>This Amendment No. 1 (Amendment No. 1) to the Annual Report on Form 10-K of Marrone Bio Innovations, Inc. for the year ended December 31, 2020, as filed with the Securities and Exchange Commission, or SEC, on March 23, 2021 (the Original Filing) is being filed only for the purpose of correcting Exhibit 23.1 Independent Registered Public Accounting Firms Consent (the Consent). The original Consent had a typographical error with regards to the date of the report.
1 also contains new certifications pursuant to Section 302 of the Sarbanes-Oxely Act of 2002. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of those certifications have been omitted.
Accordingly, this Amendment should be read in conjunction with the Original Filing and our other filings with the SEC subsequent to the Original Filing.
PART IV
### ITEM 15.
We have filed the following documents as part of this Form 10-K/A:
1.
No financial statements are filed with this Amendment No. 1.
2.
None.
3.
### Exhibits
See the Exhibit Index immediately preceding the signature page of this Annual Report on Form 10-K/A, which is incorporated by reference here.
INDEX TO EXHIBITS
#
Confidential portions of this document have been redacted as permitted by applicable regulations.<|endoftext|>2020.
8-K
001-38356
16.1
April 6, 2020
21.1@
List of Subsidiaries of VYNE Therapeutics Inc.
10-K
001-38356
21.1
March 4, 2021
23.1@
10-K
001-38356
23.1
March 4, 2021
23.2@
10-K
001-38356
23.2
March 4, 2021
31.1
X
31.2
X
32.1**@
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
10-K
001-38356
23.2
March 4, 2021
32.2**@
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
10-K
001-38356
23.2
March 4, 2021
101.INS
X
101.SCH
X
101.CAL
X
101.DEF
X
101.LAB
XBRL Taxonomy Extension Label Document
X
101.PRE
X
Cover Page Interactive Data Filed (embedded within the XBRL document)
* Exhibits and schedules omitted pursuant to Item 601(a)(5) of Regulation S-K.
Portions of this exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K.
** These certifications are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
@ Filed with the Original Form 10-K.<|endoftext|>Pulmatrix, Inc. 2 on Form 10-K/A (the Amendment) to its annual report on Form 10-K for the fiscal year ended December 31, 2020, which was originally filed with the Securities and Exchange Commission (the Commission) on March 23, 2021 (the Original 10-K) and amended by Amendment No. 1 to the Original 10-K filed with the Commission on March 26, 2021 (Amendment No. 1).
The purpose of the Amendment is to file Exhibit 4.19, which was inadvertently omitted from the Original 10-K. Except as otherwise expressly noted herein, this Amendment does not amend or otherwise update any other information in our Original 10-K, as amended by Amendment No. 1. Accordingly, this Amendment should be read in conjunction with our Original 10-K and Amendment No. 1.
PART IV
ITEM 15.
(a)
(1)
### Financial Statements:
2.
(2)
None.
(3)
### Exhibits:
See Index to Exhibits for a description of our exhibits.
Item 16.
### FORM 10-K SUMMARY
Not applicable.
INDEX TO EXHIBITS
#
Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Pulmatrix, Inc. hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the Securities and Exchange Commission.
*
These exhibits are management contracts
**
Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.<|endoftext|>Trinity Capital Inc. (the Company) is filing this Amendment No.1 (this Amendment No.1) to amend its Annual Report on Form10-K for the fiscal year ended December31, 2020 filed with the Securities and Exchange Commission (the SEC) on March4, 2021 (the Original Form10-K). This Amendment No.1 is being filed solely to refile the certification of the Companys principal financial officer required pursuant to Rules13a-14(a)and 15d-14(a)under the Securities and Exchange Act of 1934, as amended, which was included asExhibit31.2 to the Original Form10-K, in order to correct certain clerical errors contained in such originally filed certification.
Except as described above, this Amendment No.1 does not modify or update any disclosure in, or exhibits to, the Original Form10-K. Furthermore, this Amendment No.1 does not change any previously reported financial results, nor does it reflect any events occurring after the filing date of the Original Form10-K. This Amendment No.1 should be read in conjunction with the Original Form10-K and with the Companys other filings with the SEC subsequent to the filing date of the Original Form10-K.
### PARTIV
Item15.
The following exhibits are filed as part of this Amendment No.1 to the Companys Annual Report on Form10-K for the fiscal year ended December31, 2020:
### Exhibit
Number
Description of Exhibits
31.2*
*Filed herewith.<|endoftext|>Beneficial Ownership Reporting Compliance." This portion of the Definitive Proxy Statement is incorporated herein by reference.
(4)
Information concerning corporate governance and our code of ethics appears in our Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, under "Financial Code of Ethics for Senior Officers." This portion of the Definitive Proxy Statement is incorporated herein by reference.
Item 11.
### Executive Compensation
The information required by Item 11 hereby is incorporated by reference to such information as set forth in our Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders.
Item 12.
The information required by Item 12 hereby is incorporated by reference to such information as set forth in our Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders.
### Item 13.
The information required by Item 13 hereby is incorporated by reference to such information as set forth in our Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders.
Item 14.
Information concerning principal accounting fees and services and the audit committee's preapproval policies and procedures appear in our Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders under the heading "Fees Paid to Ernst & Young LLP" and is incorporated herein by reference.
-54-
### PART IV
Item 15.<|endoftext|>### EXPANATORY NOTE
Builders FirstSource, Inc. (the Company) is filing this Amendment No.1 on Form
10-K/A
(the Form
10-K/A) to its Annual Report on
Form10-K for the year ended December31, 2020 filed with the Securities and Exchange Commission on February26, 2021 (the Form
10-K) solely to amend Exhibit 23.1, the Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP (Exhibit 23.1). The Company is amending the Form
10-K due to a typographical error in Exhibit 23.1 included in the Form
10-K, which resulted in Exhibit 23.1 not conforming to the consent provided by the auditors. In connection with the filing of this Form
10-K/A and pursuant to the rules of the SEC, we are including with this Form
10-K/A certain new certifications by our principal executive officer and principal financial officer. Accordingly, Part IV, Item 15 of the
Form10-K is being amended to reflect the filing of a new Exhibit 23.1 and the new certifications.
Other than with respect to the foregoing, this Form
10-K/A does not modify or update in any way the disclosures made in the Form
10-K, including the disclosures contained in Part I, Part II and Part III of the Form
10-K.
This Form
10-K/A speaks as of the original filing date of the
Form10-K and does not reflect events that may have occurred subsequent to such original filing date.
### PART IV
Item15.<|endoftext|>1 to BLGI, Inc.s (the Company) Annual Report on Form 10-K for the fiscal year ended April 30, 2020 (Form 10-K/A) is to submit Exhibit 101 to the Form 10-K filed with the U.S. Securities and Exchange Commission (the SEC) on July 30, 2020 (the Form 10-K), in accordance with Rule 405 of Regulation S-T.
The following events, each of which occurred after the original filing date of the Form 10-K, are applicable with respect to the change of the Companys name, since the original filing date of the Form 10-K, and differences in the number of outstanding shares, since the original filing date of the Form 10-K:
to BLGI, Inc.; and
Additionally, this Form 10-K/A corrects a typographical error in the STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS in the financial statements, on page F-3 of this Form 10-K/A, under the column reporting information for the Year ended April 30, 2020, in the line item Foreign Exchange Gain, which incorrectly stated a value of $(3,015). The value has been corrected to $(3,095).
Except as described above, no other changes, revisions, or updates have been made to the Form 10-K in this Form 10-K/A, which speaks as of the original filing date of the Form 10-K and does not reflect any events that may have occurred subsequent to the filing date of the Form 10-K.
### Part IV
Item 15.
(a) Financial Statements.
(b) Exhibits continued
__________
* filed herewith | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
With the SEC on April 1, 2021.
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith, incorporated by reference to Exhibit 31.1 of the Companys Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on April 1, 2021.
31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, incorporated by reference to Exhibit 31.2 of the Companys Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on April 1, 2021.
32.1
Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, incorporated by reference to Exhibit 32.1 of the Companys Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on April 1, 2021.
32.2
Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, incorporated by reference to Exhibit 32.2 of the Companys Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on April 1, 2021.
31.3
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, furnished herewith.
31.4
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, furnished herewith.
*
Denotes compensatory plan, compensation arrangement or management contract.<|endoftext|>2 to the Annual Report on Form 10-K to we, us, company or our company are to Amplitude Healthcare Acquisition Corporation, unless the context otherwise indicates.
Amplitude Healthcare Acquisition Corporation (the Company) is filing this Amendment No. 2 on Form 10-K/A (this Amendment No. 2) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was originally filed with the Securities and Exchange Commission (the SEC) on March 30, 2021, as amended by Amendment No. 1 on Form 10-K/A, as filed with the SEC on May 24, 2021 (collectively, the Original Filing).
2 to amend and restate in its entirety Exhibit 31.1 and Exhibit 31.2 in response to a comment letter received from the SEC on July 7, 2021 in connection with its review of the Original Filing.
This Amendment No. 2 does not include the entire Form 10-K. This Amendment No. 2 does not reflect events occurring after the filing of the Original Filing, and, except as described above, does not modify or update any other disclosures in the Original Filing.
EXHIBIT INDEX
*
Filed herewith
**
Previously filed.
(1)
Incorporated by reference to the Companys Form 8-K, filed with the Commission on November 25, 2019.
(2)
Incorporated by reference to the Companys Form S-1, filed with the Commission on October 25, 2019.
(3)
Incorporated by reference to the Companys Form 10-K, filed with the Commission on March 26, 2020.<|endoftext|>[
Tenax Therapeutics Inc
]
### Explanatory Note
This Amendment No. 1 (this Amendment) to the Annual Report on Form 10-K filed on March 31, 2021 (the Original Annual Report) of Tenax Therapeutics, Inc. (the Company) is being filed solely for the purpose of correcting certain inadvertent errors in the net loss per share and weighted average number of shares items of the Consolidated Statements of Operations and Comprehensive Loss presented under the Caption Financial Statements and Supplementary Data on page 37 of the Original Annual Report by amending and restating only the Consolidated Statements of Operations and Comprehensive Loss appearing in Part II, Item 8. Financial Statements Supplementary Data in the Original Annual Report.
In addition, pursuant to the rules of the Securities and Exchange Commission, the Company has included as exhibits to this Amendment updated certifications from the Companys Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes Oxley Act of 2002.
Except as described above, no other changes have been made to the Original Annual Report. We have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Annual Report.
### PART IV
Item15.
The exhibit index below lists the exhibits that are filed as part of this amendment.
*
Filed herewith.<|endoftext|>### EXPLANATORY NOTE
Coty Inc., a Delaware corporation, and its subsidiaries (collectively, the Company or Coty, which may also be referred to as we, us or our) is filing this Amendment No. 1 (the Amendment) to our Annual Report on Form 10-K (the Form 10-K) for the fiscal year ended June30, 2021, which was filed with the Securities and Exchange Commission (SEC) on August26, 2021, to include the audited financial statements of Rainbow JVCO Limited and its subsidiaries (together, Wella), pursuant to Rule 3-09 of Regulation S-X. Wella has met the conditions of a significant subsidiary under Rule 1-02(w) of Regulation S-X for the year ended June30, 2021. In accordance with Rule 3-09(b), the separate audited financial statements of Wella for the seven months ended June30, 2021 are being filed as an amendment to the Form 10-K as Exhibit 99.1 included in Part IV, Item 15 of this filing within 90 days after the end of Wellas fiscal year.
This Amendment also updates, amends and supplements Part IV, Item 15 of the Form 10-K to include the filing of Exhibit 23.2, consent of Deloitte & Touche LLP and Exhibits 31.3, 31.4, 32.3 and 32.4, certifications of our Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a) and (b) of the Securities Exchange Act of 1934, as amended.
Furthermore, this Amendment should be read in conjunction with the Form 10-K and any subsequent filings with the SEC.
### PART IV
Item 15.<|endoftext|>With the SEC.If we fail to file the Form 10-Q during the Initial Cure Period, the NYSE American exchange may, in its sole discretion, provide an Additional Cure Period of up to six months.We have requested an Additional Cure Period. However, there can be no assurance that NYSE American will grant us the Additional Cure Period or that we will be able to file the Form 10-Q within the Additional Cure Period. If we are not granted an Additional Cure Period or if we are unable to file the Form 10-Q within the Additional Cure Period, our common stock may be delisted from the NYSE American exchange.
The Company is not in compliance with Section 1003(a)(i) of the Company Guide since it has stockholders equity of less than $
0 million and losses from continuing operations and/or net losses in two of its three most recent fiscal years and Section 1003(a)(ii) of the Company Guide since it has stockholders equity of less than $
0 million and losses from continuing operations and/or net losses in three of its four most recent fiscal years.
See Risk Factors - If our common stock is delisted from the NYSE American exchange, our business, financial condition, results of operations and stock price could be adversely affected, and the liquidity of our stock and our ability to obtain financing could be impaired..
Extension of Lease Agreement on Corporate Headquarters, Manufacturing and Office Space
CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES<|endoftext|>EXPLANATORY
### NOTE
Smartsheet Inc. 1 to its annual report on Form 10-K for the fiscal year ended January 31, 2020, as filed with the Securities and Exchange Commission on March 31, 2020 (the Original Form 10-K), in order to file an updated Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm filed as Exhibit 23.1 and to correct the inadvertent omission of certain language in paragraph 4 of the certification of its Chief Executive Officer filed as Exhibit 31.1 and the certification of its Chief Financial Officer filed as Exhibit 31.2 to the Original Form 10-K.
This Amendment No. Other than the filing of the corrected exhibits mentioned above, this Amendment No. 1 does not modify or update the disclosures in the Original Form 10-K in any way.
### Item 15. Exhibits
1 to the Companys Annual Report on Form 10-K/A:
Exhibit Number
Exhibit Title
23.1
31.1
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
The cover page from the Registrants Annual Report on Form 10-K for the year ended January 31, 2021, formatted in Inline XBRL (included in Exhibit 101)<|endoftext|>To Exhibit 10.3 to the Quarterly Report on
21.1
Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Current Report on
Form 8-Kfiled on December30, 2020).
23.1
24.1
Power of Attorney (incorporated by reference to Exhibit 24.1 to the Annual Report on Form 10-K for the year ended December 31, 2020).
31.1
Principal Executive Officers Certifications Pursuant to Section302 of the Sarbanes-Oxley Act of 2002.
31.2
Principal Financial Officers Certifications Pursuant to Section302 of the Sarbanes-Oxley Act of 2002.
32.1
32.2
101.INS
XBRL Instance Document
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
+
The schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation
### S-K.
#
*
Portions of this exhibit have been omitted in accordance with Item 601 of Regulation
### S-K.
In accordance with Item 601(b)(32)(ii) of Regulation
### S-K and SEC Release
No.34-47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Amended
10-K and will not be deemed filed for purposes of Section18 of the Securities Exchange Act of 1934, or the Exchange Act, or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933 except to the extent that the registrant specifically incorporates it by reference.
(c)
Reference is made to Item 15(a) 2 above.
ITEM16.
Form
10-K
Summary.
Not applicable. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Prudential Bancorp, Inc. 1 on Form 10-K/A (Form 10-K/A) to its original filing of its Annual Report on Form 10-K for the year ended September 30, 2020 on December 18, 2020 (the Original Filing) for the sole purpose of correcting Exhibit 23.1 with respect to the inadvertent incorrect dating of the consent.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), certifications by the Companys principal executive officer and principal financial officer are filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof. Paragraphs 3, 4 and 5 of these certifications have been omitted in accordance with the SECs rules and guidance. Additionally, this Form 10-K/A does not include the certifications under Section 906 of the Sarbanes-Oxley Act of 2002, as no financial statements are being filed with this Form 10-K/A.
Except as described above, this Form 10-K/A does not modify or update disclosure in, or exhibits to, the Original Filing. Furthermore, this Form 10-K/A does not change any previously reported financial results, nor does it reflect events occurring after the date of the Original Filing. Information not affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time the Original Filing was made. Accordingly, this Form 10-K/A should be read in conjunction with the Original Filing and the Company's other filings with the Securities and Exchange Commission.
### PART IV
Item 15.<|endoftext|>FinTech Acquisition Corp. V (the Company, we, our or us) is filing this Annual Report on Form 10-K/A (this Amendment), to amend our Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March 30, 2021 (the Original Filing), as further amended pursuant to Amendment No. 1 to the Original Filing filed with the SEC on May 14, 2021 (the Amended Filing), solely to furnish Exhibit 101 to the Amended Filing in accordance with Rule 405 of Regulation S-T.
Except as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing or the Amended Filing, and accordingly, this Amendment does not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing, the Amended Filing and the Companys other filings with the SEC.
### PART IV
Item15.
(a)
(1)
Financial Statements:
(2)
None.
(3)
### Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K.
*
Filed herewith
**
Previously filed
(1)
Previously filed as an exhibit to our Current Report on Form 8-K filed on December 9, 2020
(2)
333-249646)
(3)
Previously filed as an exhibit to our Current Report on Form 8-K filed on March 16, 2021.<|endoftext|>[
Uniti Group Inc
]
### Explanatory Note
Uniti Group Inc. 1 on Form 10-K/A (the Amended 10-K) to its Annual Report for the year ended December 31, 2020 (the Original 10-K) filed with the U.S. Securities and Exchange Commission on March 5, 2021 to include financial statements and related notes of Windstream Holdings, Inc., Windstream Holdings II, LLC, its successor in interest, and consolidated subsidiaries (collectively, Windstream), the Companys most significant customer. For the years ended December 31, 2020, 2019 and 2018, 65.8%, 65.0% and 68.2% of our revenues, respectively, were derived from leasing the Companys fiber and copper networks and other real estate to Windstream.
The Original 10-K is being amended by this Amended 10-K to include as exhibits: (i) the Windstream audited financial statements as of
December 31, 2020 and for the period from September 22, 2020 to December 31, 2020 and as of December 31, 2019 and for the period from January 1, 2020 to September 21, 2020 and for each of the two years in the period ended December 31, 2019, prepared in accordance with generally accepted accounting principles in the United States, (ii) the consent of the independent registered public accounting firm of Windstream and (iii) certifications by our Chief Executive Officer and Chief Financial Officer. This Amended 10-K does not otherwise update any exhibits as originally filed and does not otherwise reflect events that occurred after the filing date of the Original 10-K.
### PART IV
Item 15.<|endoftext|>Audit Committee has established a policy setting forth the procedures under which services provided by our independent registered public accounting firm will be pre-approved by our Audit Committee. Pursuant to the rules and regulations of the SEC, before our independent public accountant is engaged to render audit or non-audit services, the Audit Committee must pre-approve the engagement. The Audit Committee shall establish pre-approval policies and procedures regarding the Companys engagement of the independent auditor for audit or permitted non-audit services. The Audit Committee may delegate to one or more designated members of the Audit Committee the authority to grant pre-approvals, provided such approvals are presented to the Audit Committee at a subsequent meeting. Audit Committee pre-approval of permitted non-audit services (other than review and attest services) also will not be required if such services fall within available exceptions established by the SEC.
### PART IV
Item
(3) Exhibits
The exhibits listed in the Exhibit Index in Part IV, Item 15. Exhibits and Financial Statement Schedules of the 2020 Form 10-K were filed or incorporated by reference as part of the 2020 Form 10-K and the exhibits listed in the Exhibit Index below are filed as part of this Amendment.
### EXHIBIT INDEX
Exhibit
Number
Description
31.3
31.4
Certification of Principal Financial Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002.
*Indicates a management contract or compensatory plan or arrangement.<|endoftext|>Inputs to the Black-Scholes option pricing model as of September 30, 2020 resulted in the private placement warrants fair value of $1.11 per warrant for an aggregate value of $9.0 million.
On December 31, 2020, the private placement warrants were valued using a Black-Scholes option pricing model, which is considered to be a Level 3 fair value measurement. The expected volatility of our common stock was determined based on implied volatility of the public warrants and was estimated to be 10% before the expected business combination and 26.5% after the expected business combination. Updating the remaining inputs to the Black-Scholes option pricing model as of December 31, 2020 resulted in the private placement warrants fair value of $2.63 per warrant for an aggregate value of $21.3 million.
### NOTE 11.SUBSEQUENT EVENTS
On February 11, 2021, the Company entered into an agreement and plan of merger (the Merger Agreement), by and among the Company, Merger Sub and MoneyLion, which provides for Merger Sub to merge with and into MoneyLion with MoneyLion surviving the merger as a wholly owned subsidiary of the Company (the Business Combination).
Under the Merger Agreement, the Company has agreed to acquire all of the outstanding shares of common stock of MoneyLion for $2,200,000,000 in aggregate consideration.
*
### Previously filed.
Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted schedules to the SEC upon request.<|endoftext|>This Amendment No.1 on Form10-K/A (this Amendment) amends our Annual Report on Form10-K for the fiscalyear ended September30, 2020, originally filed with the Securities and Exchange Commission (the SEC) on November18, 2020 (the Original Filing). We are filing this Amendment to include the information required by PartIII of Form10-K and not included in the Original Filing, as we did not file a definitive proxy statement for an annual meeting of shareholders within 120days of the end of our fiscalyear ended September30, 2020. In addition, in connection with the filing of this Amendment and pursuant to the rulesof the SEC, we are including new certifications of our principal executive officer and principal financial officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item15 of PartIV of Form10-K has also been amended to reflect the filings of these new certifications.
Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the filing of the Original Filing.
Except as the context otherwise requires, the terms we, us, the Company, Cubic and Registrant as used herein are references to Cubic Corporation, a Delaware corporation, and its consolidated subsidiaries. Terms used but not defined herein are defined in the Original Filing.
CUBIC CORPORATION
### ANNUAL REPORT ON FORM10-K/A
For theYear Ended September30, 2020
Page
No.
### PartIII
Item10.
Item11.
### Executive Compensation
Item12.
### Item13.
Item14.
PartIV
Item15.<|endoftext|>### Explanatory Note
Artius Acquisition Inc. 1), or this Amendment, to amend our Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on March 5, 2021, or the Original Filing, to restate our financial statements as of and for the periods ended July 16, 2020, September 30, 2020 and December 31, 2020 included in the Companys current report on Form 8-K, quarterly report on Form 10-Q, and annual report on Form 10-K filed with the SEC on July 22, 2020, October 28, 2020 and March 5, 2021, respectively (collectively, the Original Financial Statements).
As a result, on April 25, 2021, after consultation with Marcum LLP, the Companys independent registered public accounting firm, the Companys board of directors concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.
The Company has not amended its Current Report on Form 8-K filed on July 22, 2020 or its quarterly report on Form 10-Q filed on October 28, 2020 for the period affected by the restatement.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Companys principal executive officer and principal financial officer are filed as exhibits (in Exhibits 31.1 and 32.1) to this Amendment under Item 15 of Part IV hereof.
### Restatement Background
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
NextCure, Inc. 1 on Form 10-K/A (the Amendment) to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was originally filed with the Securities and Exchange Commission (SEC) on March 4, 2021 (the Original Filing), to add the internal control over financial reporting language in the introduction of paragraph 4 and paragraph 4(b) of the certifications of its principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). The modified Section 302 Certifications are attached to this Amendment as Exhibits 31.1 and 31.2.
Except as described above, no other amendments have been made to the Original Filing. The Company has not updated the disclosures contained herein to reflect events that have occurred since the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Companys other filings made with the SEC subsequent to the Original Filing.
### PART IV
Item 15.
The documents listed in the following exhibit index are filed with this report (numbered in accordance with Item 601 of Regulation S-K).
### Exhibit
No.
Exhibit Description
31.1
Certification of Michael Richman pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Steven P. Cobourn pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.<|endoftext|>Terminated merger with Conversion Point Technologies, Inc. and its subsidiaries. The notes were unsecured, bore interest at 10% per annum and were due and satisfied on November 1, 2019.
Other than these transactions, there have been no transactions since January 1, 2019 nor are there any currently proposed transactions in which we were or are to be participant in which any related person had or will have a direct or indirect material interest.
### Director Independence
Each of Messrs. Burnett, Cameron and Morgan are independent directors as defined by the NYSE American Company Guide.
ITEM 14.
The following table shows the fees that were billed for the audit and other services provided for the years indicated.
### Audit Fees
Audit-Related Fees
### Tax Fees
This category consists of professional services rendered by CBIZ MHM, an affiliate of our independent registered public accounting firm, for tax compliance and tax advice.
All Other Fees
Mayer Hoffman McCann P.C. leases substantially all of its personnel, who work under the control of Mayer Hoffman McCann P.C. shareholders, from wholly-owned subsidiaries of CBIZ, Inc., in an alternative practice structure.
Under the procedure, the Audit Committee of our board of directors approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Audit Committee of our board of directors. The audit fees paid to the auditors with respect to 2020 were pre-approved by the Audit Committee of our board of directors.
PART IV
ITEM 15.
1.
Exhibits.<|endoftext|>### EXPLANATORY NOTE
This Amendment No.1 on Form
10-K/A
(this Amendment No.1) amends the Annual Report on Form
10-K of Summit Midstream Partners, LP (the Partnership) for the year ended December31, 2020, as filed with the Securities and Exchange Commission (the SEC) on March4, 2021 (the Original Form
10-K).
This Amendment No.1 is being filed for the sole purpose of filing the correct version of Exhibit 4.1, Description of Common Units. The Partnership inadvertently filed an incorrect version of Exhibit 4.1 with the Original Form
10-K.
This Amendment No.1 consists solely of the preceding cover page, this explanatory note, the information required by Item 15 of Form
10-K, a signature page and new certifications by our principal executive officer and principal financial officer as required by Item 15 of Part IV. In accordance with Rule
12b-15 promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), Item 15 of the Original Form
10-K has been amended and restated in its entirety. No other items or sub-items of the Original Form
10-K are being amended or restated by this AmendmentNo.1.
Except as otherwise expressly noted herein, this Amendment No.1 does not amend, update or change any other items or disclosures contained in the Original Form
10-K, and accordingly, this Amendment No.1 does not reflect or purport to reflect any information or events occurring after the filing date of the Original Form
Accordingly, this Amendment No.1 should be read in conjunction with the Original Form
10-K and the Partnerships other filings with the SEC.<|endoftext|>[
Duddell Street Acquisition Corp
]
### EXPLANATORY NOTE
1 to the Annual Report on Form 10-K to we, us, the Company or our company are to Duddell Street Acquisition Corp., unless the context otherwise indicates.
This Amendment No. 1 (Amendment No. 1) to the Annual Report on Form 10-K/A amends the
Annual Report on Form 10-K of Duddell Street Acquisition Corp.
, as filed with the Securities and Exchange Commission (SEC) on March 31, 2021 (the Original Filing).
Since issuance on November 2, 2020, our warrants were accounted for as equity within our balance sheet. After discussion and evaluation, including with our registered public accounting firm and our audit committee, and taking into consideration the SEC Staff Statement, we have concluded that our warrants should be presented as liabilities with subsequent fair value re-measurement.
As a result of the foregoing, on July 26, 2021, the audit committee of the Company, in consultation with its management, concluded that its previously issued Financial Statements for the periods beginning with the period from August 28, 2020 (inception) through December 31, 2020 (the Affected Period) should be restated because of a misapplication in the guidance around accounting for our outstanding warrants to purchase Class A ordinary shares (the Warrants) and should no longer be relied upon.
We reassessed our accounting for the Warrants issued on November 2, 2020, in light of the SEC Staffs published views.
### Part I, Item 1A. Risk Factors
Part II, Item 7.
Part II, Item 8.
### Part II, Item 9A. Controls and Procedures
Part IV, Item 15.<|endoftext|>### EXPLANATORY NOTE
10-K
(the Amendment) amends our previously filed Annual Report on Form
10-K for the fiscal year ended March31, 2021, filed with the Securities and Exchange Commission on June7, 2021 (the Form
10-K).
This Amendment is being filed solely to correct certain clerical errors in the XBRL Interactive Data exhibits to the Form
10-K.
This Amendment includes new certifications by our Principal Executive Officer and Principal Financial Officer as exhibits 31.1, 31.2, 32.1 and 32.2. Except as expressly set forth above, this Amendment does not, and does not purport to, amend, update or restate the information in any other item of the Form
10-K or reflect any events that have occurred after the filing of the Form
10-K.
This Amendment consists solely of the cover page, this explanatory note, the signature page and the certifications and XBRL required to be filed as exhibits hereto.
ITEM15.
### EXHIBITS, FINANCIAL STATEMENTS, AND SCHEDULES
The exhibits listed in the Index to Exhibits below are filed as part of this Amendment No.1 to Annual Report on Form
10-K.
### Exhibit
No.
Description
31.1
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
32.2
101.INS
XBRL Instance Document
101.SCH
XBRL Schema Document
101.CAL
101.DEF
101.LAB
XBRL Labels Linkbase Document
101.PRE<|endoftext|>### EXPLANATORY NOTE
Live Current Media Inc. (the "Company") is filing this Amendment No. 1 on form 10-K/A (the "Amendment") to its Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission (the "SEC") on March 30, 2021 (the "Original Filing") to include the consent of the Company's principal independent accountants, Dale, Matheson, Carr-Hilton, Labonte LLP, to the incorporation by reference of their audit report for the Company's financial statements for the years ended December 31, 2020 and 2019 in the Company's registration statement on Form S-8 filed on January 9, 2019 (file no. 333-229168).
With the exception of the above, the Original Filing remains unchanged. This Amendment No. 1 speaks as of the date of the Original Filing, and does not amend, update or change any other items or disclosures in the Original Filing and does not purport to reflect any information or events subsequent to the Original Filing.
Pursuant to Rule 12b-15 under Securities Exchange Act of 1934, as amended, this Amendment also contains new Rule 13a-14(a)/15d-14(a) Certifications.
Page 3 of 5
ITEM 15.
Notes:
(1)
Filed as an exhibit to the Company's Registration Statement on Form 10, originally filed on February 1, 2018.
(2)
Filed as an exhibit to the Company's Current Report on Form 8-K. filed on December 12, 2018.
(3)
Filed as an exhibit to the Company's Current Report on Form 8-K filed on January 31, 2020.
(4)
Filed as an exhibit to the Company's Annual Report on Form 10-K for the period ended December 31, 2020, filed on March 30, 2021.
Page 4 of 5<|endoftext|>The aggregate market value of the Common Stock held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on the New York Stock Exchange on June30, 2020, was $153,276,957.
The number of shares of the Registrants Common Stock outstanding as of February15, 2021 was 20,059,390.
Part III of this report incorporates information by reference to the Registrants proxy statement for its 2021 annual meeting of shareholders, which proxy statement will be filed with the Securities and Exchange Commission no later than 120 days after the close of the year ended December 31, 2020.
Explanatory Note
Mayville Engineering Company, Inc. is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission on March 5, 2021, solely to revise the certifications filed as Exhibits 31.1 and 31.2 to the original Form 10-K, which inadvertently omitted certain language regarding internal control over financial reporting required to be included in paragraph 4. This Form 10-K/A does not reflect events occurring after the filing of the original Form 10-K and, other than the filing of the corrected certifications mentioned above, does not modify or update the disclosures in the original Form 10-K in any way.
### PART IV
Item 15. Exhibits Financial Statement Schedules.
Consolidated Financial Statements and Schedules
No financial statements or schedules are filed as part of this Amendment No.
### Exhibits
The exhibits listed in the exhibit index below are filed with this Amendment No.
EXHIBIT INDEX | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Us for services rendered to us for the years ended December31, 2020 and 2019 by our independent registered public accounting firm, Marcum LLP (in thousands).
(A)
The audit fee consisted of fees for the audit of our financial statements, the review of the interim financial statements included in our quarterly reports on Form 10-Q, and other professional services provided in connection with the statutory and regulatory filings or engagements and capital market financings.
The Audit Committee has responsibility for selecting, appointing, evaluating, compensating, retaining and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established policies and procedures in its charter regarding pre-approval of any audit and non-audit service provided to the Company by the independent registered public accounting firm and the fees and terms thereof.
The Audit Committee considered the compatibility of the provision of other services by its registered public accountant with the maintenance of their independence. The Audit Committee approved all audit services provided by Marcum in 2020 and 2019. Except for certain corporate tax compliance services, Marcum LLP did not perform any non-audit services in 2020 or 2019.
### PARTIV
Item 15.
(c)
### Exhibits
The exhibits to this Amendment No. 1 to Annual Report on Form10-K/A are set forth below. The exhibit index indicates each management contract or compensatory plan or arrangement required to be filed as an exhibit.
*
Indicates management compensatory plan, contract or arrangement.<|endoftext|>[
Glu Mobile Inc
]
### EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this Amendment) amends the Annual Report on Form 10-K of Glu Mobile Inc. (Glu) for the fiscal year ended December 31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on February 26, 2021 (the Original Filing). We are filing this Amendment for the purpose of providing the information required by and not included in Part III of the Original Filing that was omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K because we no longer intend to file our definitive proxy statement for our 2021 Annual Meeting of Stockholders (the Proxy Statement) within 120 days after the end of our fiscal year ended December 31, 2020. Part IV of the Original Filing is being amended solely to add as exhibits certain new certifications in accordance with Rule 13a-14(a) promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the Exchange Act).
The reference on the cover of the Original Filing to the incorporation by reference of the Proxy Statement into Part III of the Original Filing is hereby deleted. Except as expressly set forth in this Amendment, we are not amending any other part of the Original Filing. This Amendment should be read in conjunction with the Original Filing and with any of our filings made with the SEC subsequent to filing of the Original Filing on Form 10-K.
All references to Company, Glu, Glu Mobile, we, us or our are references to Glu Mobile Inc.
### PART III
Item 10.
### Item 11. Executive Compensation
Item 12.
Item 13.
### Item 14.
PART IV
Item 15.<|endoftext|>Acquirer) became the disclosure controls and procedures and internal control over financial reporting of the combined company, and the financial reporting and accounting personnel of Legacy Nuvation Bio assumed such roles and responsibilities with the combined company.
This Annual Report on Form
13a-15(f) and
Item9B.
### Other
None.
PART III
### Item14
### Audit Fees
For the period from April24, 2020 (inception) through December31, 2020, fees incurred for our independent registered public accounting firm were approximately $121,000, for the services Withum performed in connection with our Initial Public Offering, review of quarterly
Form10-Qs, audit related consents and the audit of our December31, 2020 financial statements included in the Original Filing and the audit of our restated financial statements included in this Amendment.
### Audit-Related Fees.
For the period from April24, 2020 (inception) through December31, 2020, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of consolidated financial statements.
Tax Fees
For the period from April24, 2020 (inception) through December31, 2020, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning.
### All Other Fees
For the period from April24, 2020 (inception) through December31, 2020, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.
Pre-Approval
### Policy
### PART IV
Item15.<|endoftext|>### Explanatory Note
This Amendment No. 1 to Form 10-K (this Amendment) amends the Annual Report on Form 10-K for the fiscal year ended September 30, 2020, originally filed on November 30, 2020 (the Original 10-K), of Adient plc (Adient). Adient is filing this Amendment to amend Item 15 of the Original 10-K to include the separate financial statements of Yanfeng Adient Seating Co, Ltd. (YFAS) as required by Rule 3-09 of Regulation S-X because YFAS was deemed significant to Adient under Rule 3-09 of Regulation S-X (the Rule 3-09 financial statements). The Rule 3-09 financial statements were not included in the Original 10-K because, as previously disclosed, YFASs fiscal year ended on December 31, 2020, after the date of the filing of the Original 10-K. The Rule 3-09 financial statements include consolidated balance sheets of YFAS as of December 31, 2020, 2019 and 2018 and the related consolidated statements of income, of changes in owners equity, and cash flows for each of the three years in the period ended December 31, 2020. In accordance with Rule 3-09 of Regulation S-X, only the financial statements as of and for the years ended December 31, 2019 and December 31, 2018 are required to be audited. The Rule 3-09 financial statements as of and for the year ended December 31, 2020 are unaudited. The Rule 3-09 financial statements were prepared and provided to Adient by YFAS.
This Amendment should be read in conjunction with the Original 10-K. The Original 10-K has not been amended or updated to reflect events occurring after November 30, 2020, except as specifically set forth in this Amendment.
Adient plc | Form 10-K | 3
### PART IV
Item 15.<|endoftext|>Pre-approving annual audit and non-audit services, as well as preapproving the external auditors compensation for audit and non-audit services.
The Vice-President, Financial Planning and Accounting submits reports at least quarterly to the Audit and Finance Committee listing the services that were performed or planned to be performed by the external auditor.
Any additional services to be provided by the external auditor that were not included in the list of pre-approved services or exceed the budgeted amount by more than 10percent must each be pre-approved by the Audit and Finance Committee or the committee chair. The committee chair must report any additional pre-approvals at the next committee meeting.
The Audit and Finance Committee reviews the policy as necessary to make sure it continues to reflect our needs.
Our chief internal auditor monitors compliance with the policy.
The Audit and Finance Committee or committee chair must be satisfied that any services it pre-approves will not compromise the independence of the external auditor. The committee pre-approved all services performed by the external auditor in 2020, in accordance with the policy.
PART IV
ITEM15.
### EXHIBITS, FINANCIAL STATEMENT SCHEDULE
Part IV (Item 15) of the 2020 Form
10-K is hereby amended solely to add the following exhibits required to be filed in connection with this AmendmentNo.1.
(b) Exhibits
Exhibits are listed in the exhibit index below.
### Exhibit
Description
31.1*
### CEO Rule
13a-14(a)
10-K/A
31.2*
### CFO Rule
13a-14(a)
10-K/A
104*
*
Filed with this Amendment No.1 on Form
10-K/A
ITEM16.
FORM
10-K
### SUMMARY
Not applicable.<|endoftext|>### EXPLANATORY NOTE
Golden Matrix Group, Inc. (the
Company
, we and us
) is filing this Amendment No. 1 (
### Amendment No. 1
) to our Annual Report on Form 10-K for the year ended January 31, 2021 (the
Original Form 10-K
), as filed with the Securities and Exchange Commission on April 30, 2021 (the
### Original Filing Date
), solely to correct a typographical error in the Consent of Independent Registered Public Accounting Firm included as
### Exhibit 23.1 thereto (the
Consent
) that resulted in an improperly worded auditors consent. A new
Exhibit 23.1 with the appropriate corrections is filed as
### Exhibit 23.1 attached hereto.
Except as described above, no changes have been made to the Original Form 10-K and this Amendment No. 1 does not modify, amend or update in any way any of the financial or other information contained in the Original Form 10-K. This Amendment No. This Amendment No. 1 is an exhibit-only filing. Except for
Exhibit 23.1
, this Amendment does not otherwise update any exhibits as originally filed or previously amended.
1 also contains a new certification for our Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 attached hereto. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 have been omitted from such certification. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment No. 1.
### PART IV
Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
### EXPLANATORY NOTE
The sole purpose of this Amendment # 1 to Annual Report on Form 10-K ("Form 10-K") for the period ended March 31,2021, is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.
This Amendment #1 to the Form 10-K speaks as of the original filing date of the Form 10-K does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
ITEM 15. EXHIBITS AND REPORTS ON FORM 10-K
(A) LISTING OF EXHIBITS
EXHIBIT
NUMBER
### DESCRIPTION
3(i)(a)
Articles of Incorporation of Kyto Technology and Life Science, Inc.*
3(i)(b)
Articles of Amendment changing name to Kyto Technology and Life Science, Inc.*
3(i)(c)
Delaware incorporation and revised articles of incorporation **
3(ii)
Bylaws of Kyto Technology and Life Science, Inc.*
31.1
Section 302 Certification of the principal executive officer ***
31.2
Section 302 Certification of the principal financial and accounting officer***
32.1
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the principal executive officer ***
32.2
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the principal financial accounting officer***
18.1
Auditors preferability letter re adoption of ASC 946 **
### XBRL (eXtensible Business Reporting Language) ***
* Filed as Exhibit to Company's Form 10-SB on September 12 th
, 2003, with the Securities and Exchange Commission
** Filed as Exhibit with the Form 10-K for the period ended March 31, 2020 filed on June 30, 2020.
*** Filed herewith<|endoftext|>### This Amendment No. 1 on Form 10-K/A (this
Amendment
) to HealthLynked Corps Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the
### Original Filing
), which was originally filed with the Securities and Exchange Commission on March 31, 2021 (the
Original Filing Date
), is being filed for the sole purpose of amending the Exhibits contained in Item 15(a)(3) of Part IV of the Original Filing to include Exhibit 4.3, Description of our Common Stock, which was inadvertently omitted from the Original Filing as a result of an administrative error.
Except as described above, no changes have been made to the Original Filing and this Amendment does not modify, amend, or update in any way any of the financial or other information contained in the Original Filing. This Amendment does not reflect events that may have occurred subsequent to the Original Filing Date.
In addition, as required by Rule12b-15under theSecurities Exchange Act of 1934, as amended, new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to this Amendment No. Because no financial statements have been included in thisAmendmentNo. 1 and thisAmendmentNo. 1 does not contain or amend any disclosure with respect to Items307and308ofRegulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.
PART IV
ITEM 15.
(a)(1) See the Original Filing
(2)
(3)
The Exhibits below.
*
- Provided herewith
^
- Previously filed or furnished, as required, with the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission on March 31, 2021.<|endoftext|>Applied Optoelectronics, Inc. (the Company or "AOI") is filing this Amendment No. 1 (this Amendment No. 1) to its annual report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission on February 25, 2021 (the Original Form 10-K), in order to correct Items 11 and 13 of PartIII of the Original Form 10-K.
This Amendment No. 1 should be read in conjunction with the Original Form 10-K, which continues to speak as of the date of the Original Form 10-K. Other than the with respect to Items 11 and 13 of Part III, this Amendment No.1 does not modify or update the disclosures in the Original Form 10-K in any way. 1 does not reflect events occurring after the filing of the Original Form 10-K or modify or update any related or other disclosures.
Item 11.
### Executive Compensation
The information required regarding the compensation of our named executive officers and directors is incorporated herein by reference from the information contained our Proxy Statement.
The information required regarding pay ratio disclosure is incorporated herein by reference from the information contained our Proxy Statement.
The information required regarding our Compensation Committee and the Compensation Committee Report are incorporated by reference from the information contained in our Proxy Statement.
### Item 13.
The information required regarding related transactions is incorporated herein by reference from the information contained in our Proxy Statement.
The information required regarding the independence of our directors is incorporated herein by reference from the information contained in our Proxy Statement.<|endoftext|>### FORM10-K
Pursuant to Part IV, Item 16, a summary of Form 10-K content follows, including hyperlinked cross-references (in the EDGAR filing). This allows users to easily locate the corresponding items in Form 10-K, where the disclosure is fully presented. The summary does not include certain Part III information that will be incorporated by reference from the proxy statement, which will be filed after this Form 10-K filing.
### Beginning
Page
ITEM 8
Financial Statements and Supplementary Data (continued)
Consolidated Statement of Changes in Equity for the years ended December 31, 2020, 2019 and 2018
Consolidated Statement of Cash Flows for the years ended December 31, 2020, 2019 and 2018
Note 1. Significant Accounting Policies
### Note 2. Revenue
Note 3. Acquisitions and Divestitures
### Note 4.
Note 5. Restructuring Actions
### Note 6. Supplemental Income Statement Information
Note 7. Supplemental Balance Sheet Information
Note 8. Supplemental Equity and Comprehensive Income Information
### Note 9. Supplemental Cash Flow Information
Note 10. Income Taxes
Note 11. Marketable Securities and Held-to-Maturity Debt Securities
### Note 12. Long-Term Debt and Short-Term Borrowings
Note 13. Pension and Postretirement Benefit Plans
### Note 14. Derivatives
Note 15. Fair Value Measurements
### Note 16.
Note 17. Leases
### Note 18. Stock-Based Compensation
Note 19. Business Segments and Geographic Information
### Note 20. Quarterly Data (Unaudited)
ITEM 9
### ITEM 9A
Controls and Procedures
### ITEM 9B
Other Information
PARTIII
### ITEM 10
### ITEM 11
Executive Compensation
### ITEM 12
### ITEM 13
### ITEM 14
PARTIV
ITEM 15<|endoftext|>Unit's Annual Report under cover Form 10-K for the year ended December 31, 2020).
Subsidiaries of the Registrant (filed as an Exhibit to Unit's Annual Report under cover Form 10-K for the year ended December 31, 2020).
23.1
Consent of Ryder Scott Company, L.P. (filed as an Exhibit to Unit's Annual Report under cover Form 10-K for the year ended December 31, 2020).
31.1
Certification of Chief Executive Officer under Rule 13a - 14(a) of the Exchange Act (relating to the Original 2020 Form 10-K).
31.2
Certification of Chief Financial Officer under Rule 13a - 14(a) of the Exchange Act (relating to the Original 2020 Form 10-K).
31.3
Certification of Chief Executive Officer under Rule 13a - 14(a) of the Exchange Act (filed herewith).
31.4
Certification of Chief Financial Officer under Rule 13a - 14(a) of the Exchange Act (filed herewith
).
Certification of Chief Executive Officer and Chief Financial Officer under Rule 13a-14(a) of the Exchange Act and 18 U.S.C. Section 1350, as adopted under Section 906 of the Sarbanes-Oxley Act of 2002 (filed as an Exhibit to Unit's Annual Report under cover Form 10-K for the year ended December 31, 2020).
99.1
Ryder Scott Company, L.P. Summary Report (filed as an Exhibit to Unit's Annual Report under cover Form 10-K for the year ended December 31, 2020).
101.INS
XBRL Instance Document.
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).
Indicates a management contract or compensatory plan identified under the requirements of Item15 of Form10-K.<|endoftext|>### EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this Form 10-K/A) to EVERTEC, Inc.s Form 10-K for the fiscal year ended December 31, 2020 (the Form 10-K) is being filed to check the Yes box on the cover page of the Form 10-K indicating that the Company is a well-known seasoned issuer as defined in Rule 405 of Regulation S-K. The No box was incorrectly checked in the original filing of the Form 10-K, and this amendment corrects that error.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), new certifications of our principal executive officer and principal financial officer are also being filed as exhibits to this Amendment. Except as otherwise expressly noted above, this Form 10-K/A does not amend any other information set forth in the Form 10-K. This Form 10 K/A continues to speak as of the date of the Form 10-K and does not include any changes to the consolidated financial statements. Except where expressly noted, we have not updated disclosures contained herein or therein to reflect any events that occurred at a date subsequent to the date of the Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Form 10-K and our other filings with the SEC.
### Part IV
Item15.
(3) Exhibits
Exhibit No.
Description
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
32.2**
* Filed herewith.
** Furnished herewith. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Stock included in the Units sold as part of the Initial Public Offering contain a redemption feature as described in the prospectus for the public offering. In accordance with the Financial Accounting Standards Boards Accounting Standards Codification (ASC) Topic 480 Distinguishing Liabilities from Equity, redemption provisions not solely within the control of Holicity Inc. require the security to be classified outside of permanent equity. Our amended and restated certificate of incorporation provides a minimum net tangible asset threshold of$5,000,001. Holicity Inc. recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares will be affected by charges against additional paid-in capital.
### Public and Private Placement Warrants
We account for the warrants issued in connection with our initial public offering in accordance with ASC 815-40, Derivatives and HedgingContracts in Entitys Own Equity (ASC 815), under which the warrants do not meet the criteria for equity classification and must be recorded as liabilities.
Item 8.
Item9A. Controls and Procedures.
Our Annual Report on Form 10-K and this Amendment do not include an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
On April 30, 2021, we revised our prior position on accounting for warrants and restated our financial statements to reclassify the Companys warrants as described in the Explanatory Note to this Amendment.
### PART IV
Item15.<|endoftext|>Explanatory Note
This Form
10-K/A
Amendment No.1 to the Annual Report on Form
10-K for the year ended December31, 2020, as originally filed on February19, 2021 (the Original Filing), of WisdomTree Investments, Inc. is being filed for the sole purpose of filing exhibits thereto as required by certain rules under Regulation
S-K as follows:
ITEM15.
### EXHIBITS;
(b). Exhibits
10.21
10.22
10.23
10.24
32.1
Except as expressly noted herein, this Form
10-K/A
Amendment No.1 does not modify or update in any way disclosures made in the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events that occurred at a date subsequent to the filing of the Original Filing other than expressly indicated in this Form
10-K/A and this amendment does not reflect events occurring after the filing of the Original Filing. Accordingly, this Form
10-K/A
Amendment No.1 should be read in conjunction with the Original Filing and our other filings made with the SEC on or subsequent to February19, 2021.
Unless otherwise indicated, references to the Company, we, us, our and WisdomTree mean WisdomTree Investments, Inc. and its subsidiaries.
WisdomTree and Modern Alpha are registered trademarks of WisdomTree Investments, Inc. All other trademarks are the property of their respective owners.
### EXHIBIT INDEX
Exhibit
Number
Description
10.21*
10.22*
10.23*
10.24*
31.1*
### Rule
13a-14(a)
/
15d-
14(a) Certification
31.2*
### Rule
13a-14(a)
/
15d-
14(a) Certification
31.3*
### Rule
13a-14(a)
/
15d-
14(a) Certification
32.1*
*
Filed herewith<|endoftext|>This Amendment No. 1 to Form 10-K (this Amendment) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the Form 10-K) originally filed on April 2, 2021 (the Original Filing) by Mudrick Capital Acquisition Corporation II, a Delaware corporation (we, us, our, or the Company). We are filing this Amendment to correct hyperlinks that were mistakenly added to certain exhibits listed in the Exhibit Index under Item 15 of the Original Filing.
Accordingly, this Amendment should be read in conjunction with the Original Filing and our other filings made with the Securities and Exchange Commission (the SEC) subsequent to the filing of the Original Filing.
### Item 15.
(3)
### Exhibits
The exhibits listed in the exhibit index of the Original Filing and the exhibits listed in the exhibit index of this Amendment are filed with, or incorporated by reference into, the Form 10-K. Exhibits which are incorporated herein by reference are available on the SEC website at www.sec.gov.
EXHIBIT INDEX
101.INS XBRL Instance Document***
101.SCH XBRL Taxonomy Extension Schema***
101.CAL XBRL Taxonomy Calculation Linkbase***
101.LAB XBRL Taxonomy Label Linkbase***
101.PRE XBRL Definition Linkbase Document***
101.DEF XBRL Definition Linkbase Document***
*
Filed herewith.
**
Furnished herewith.
***
Previously filed or furnished.
(1)
Incorporated by reference to the Companys Form S-1, filed with the SEC on October 9, 2020 (File No. 333-249402).
(2)
Incorporated by reference to the Companys Form 8-K, filed with the SEC on December 11, 2020.
(3)
Incorporated by reference to the Companys Form S-1/A, filed with the SEC on December 2, 2020 (File No. 333-249402).<|endoftext|>10.1
***
Letter Agreement, dated December17, 2020, by and among the Company, its officers and directors and the Sponsor. (3)
10.2
***
Promissory Note, dated as of September11, 2020 issued to the Sponsor. (1)
10.3
***
Investment Management Trust Agreement, dated December17, 2020, by and between the Company and Continental, as trustee. (3)
10.4
***
Registration Rights Agreement, dated December17, 2020, by and between the Company and the Sponsor. (3)
10.5
***
Securities Subscription Agreement, dated September11, 2020, by and between the Company and the Sponsor. (1)
10.6
***
Private Placement Warrants Purchase Agreement, dated December17, 2020, by and between the Company and the Sponsor. (3)
10.7
***
Administrative Support Agreement, dated December17, 2020, by and between the Company and the Sponsor. (3)
10.8
***
Formof Indemnity Agreement. (2)
14.1
***
Formof Code of Ethics. (2)
31.1
*
Certification of the Principal Executive Officer required by Rule13a-14(a)or Rule15d-14(a).
31.2
*
Certification of the Principal Financial Officer required by Rule13a-14(a)or Rule15d-14(a).
32.1
**
Certification of the Principal Executive Officer required by Rule13a-14(b)or Rule15d-14(b)and 18 U.S.C. 1350
32.2
**
Certification of the Principal Financial Officer required by Rule13a-14(b)or Rule15d-14(b)and 18 U.S.C. 1350
*
Filed herewith.
**
Furnished herewith.
***
Previously filed.
(1)
Incorporated by reference to the Companys FormS-1, filed with the SEC on November30, 2020.
(2)
Incorporated by reference to the Companys FormS-1/A, filed with the SEC on December9, 2020.
(3)
Incorporated by reference to the Companys Form8-K, filed with the SEC on December23, 2020.<|endoftext|>### EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this "Amendment") amends the Annual Report on Form 10-K of Pioneer Energy Services Corp. ("Pioneer," "Company," "we," "us," and "our") for the year ended December31, 2020 that was originally filed with the U.S. Securities and Exchange Commission ("SEC") on March5, 2021 (the "Original Filing"). The purpose of this Amendment is to provide the information required by Items 10, 11, 12, 13, and 14 of Part III of the Original Filing, which information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), currently dated certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof.
Except as described above, this Amendment does not amend or otherwise update any other information in the Original Filing.
On March 1, 2020, we filed voluntary petitions for reorganization under title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas (the Bankruptcy Court). On May 11, 2020, the Bankruptcy Court confirmed the plan of reorganization (the Plan) that was filed with the Bankruptcy Court on March 2, 2020, and on May 29, 2020 (the Effective Date), the conditions to effectiveness of the Plan were satisfied, and we emerged from Chapter 11.
Page
### PART III
Item10.
Item11.
### Executive Compensation
Item12.
Security Ownership of Certain Beneficial Owners and Management and Related S ecurity holder Matters
### Item13.
Item14.
### PART IV
Item15.<|endoftext|>And upon conversion of the founder shares.
### Related Party Policy
### Director Independence
Eshelman, Mario, Dolan and Reicin are independent directors as defined in the Nasdaq listing standards and applicable SEC rules.
### Item14
WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm.
### Audit Fees
For the year ended December 31, 2020 and for the period from August 13, 2019 (inception) through December 31, 2019, fees for our independent registered public accounting firm were approximately $82,000 and $50,000, respectively, for the services Withum performed in connection with our Initial Public Offering, review of the financial information included in our Forms 10-Q for the respective periods and the audit of our December 31, 2020 and 2019 financial statements included in this Annual Report on Form 10-K/A.
Audit-Related Fees
For the year ended December 31, 2020 and for the period from August 13, 2019 (inception) through December 31, 2019, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements.
### Tax Fees
For the year ended December 31, 2020 and for the period from August 13, 2019 (inception) through December 31, 2019, fees for our independent registered public accounting firm were approximately $4,500 for each period.
All Other Fees
For the year ended December 31, 2020 and for the period from August 13, 2019 (inception) through December 31, 2019, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.
### Pre-Approval Policy
PART IV
Item15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
[
Logicbio Therapeutics Inc
]
Portions of the registrants definitive proxy statement for its 2021 Annual Meeting of Stockholders, which the registrant filed pursuant to Regulation 14A with the Securities and Exchange Commission within 120 days after the registrants fiscal year ended December 31, 2020, are incorporated by reference into Part III of this Annual Report on Form
10-K.
### EXPLANATORY NOTE
This Amendment No.1 (the Amendment) to the Annual Report on Form
10-K of LogicBio Therapeutics, Inc. (the Company) for the fiscal year ended December31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on March15, 2021 (the Original Filing), is being filed solely to correct the Companys accelerated filer status included on the cover page of the Original Filing. This Amendment corrects the Companys filer status to non-accelerated filer. The correct box is designated on the cover page of this Amendment. This Amendment contains only the cover page, this explanatory note, the exhibit index, the signature page and the new certifications (as further explained in the last paragraph of this explanatory note).
13a-14(a) or
15d-14(a) of the Exchange Act. As no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation
S-K, paragraph 3 of the certifications have been omitted.
### PART IV
Item15.
(a)
The following documents are filed as a part of this Amendment:
(3)
### The following exhibits:
Number
Description
31.1*
Rule 13a14(a) / 15d14(a) CertificationsChief Executive Officer.
31.2*
Rule 13a14(a) / 15d14(a) CertificationsChief Financial Officer.
*
Filed herewith.<|endoftext|>### EXPLANATORY NOTE
On February 16, 2021, Liberty Global plc (the
Registrant
) filed with the Securities and Exchange Commission its Annual Report on Form 10-K (the
### Form 10-K
) for the year ended December 31, 2020.
1 on Form 10-K/A (the
### Form 10-K/A
) to include under Item 15 the consolidated financial statements of its equity investee VodafoneZiggo Group Holding B.V., as required by Rule 3-09 of Regulation S-X. Accordingly, the Registrant hereby amends and replaces in its entirety Item 15 of its Form 10-K.
Except as described above, this Form 10-K/A does not update or modify in any way the disclosures provided in the Registrant's Form 10-K, and does not purport to reflect any information or events subsequent to the February 16, 2021 filing thereof.
### PART IV
Item 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) (1)FINANCIAL STATEMENTS
The financial statements required under this Item begin on page II-45 of this Annual Report on Form 10-K.
(a) (2)FINANCIAL STATEMENT SCHEDULES
The financial statement schedules required under this Item are as follows:
(a) (3)EXHIBITS
Listed below are the exhibits filed as part of this Annual Report on Form 10-K (according to the number assigned to them in Item 601 of Regulation S-K):
IV-1
IV-2
IV-3
IV-4
IV-5
IV-6
_______________
*
Filed with the Registrants Form 10-K dated February 16, 2021
**Filed herewith
*** Furnished herewith
**** Schedules and similar attachments to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation SK. The Registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules and similar attachments upon request by the United States Securities and Exchange Commission
None.
IV-7<|endoftext|>### EXPLANATORY NOTE
Green Plains Partners LP (the partnership) is filing this Amendment No. 1 on Form 10-K/A (this Amendment), to the partnerships Annual Report on Form 10-K for the fiscal year ended December 31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on February 16, 2021 (the Original Filing), solely to include information required by Item 11 of Part III of Form 10-K. The information required by Item 11 of Part III of From 10-K was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K. This Amendment amends and restates in its entirety Item 11 of Part III of the Original Filing.
Pursuant to the SEC rules, Item 15 of Part IV has also been amended to contain the currently dated certificates from the partnerships principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The certificates of the partnerships principal executive officer and principal financial officer are attached to this Amendment as Exhibits 31.3 and 31.4. Additionally, the partnership is not including the certificate under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment.
Other than with respect to the information contained herein with respect to Item 11 of Part III below, this Amendment does not change any of the information contained in the Original Filing. Other than as specifically set forth herein, the partnership has not updated or amended the disclosures contained in the Original Filing to reflect events that have occurred since the date thereof.
TA
### BLE OF CONTENTS
Page
PART III
Item 11.
Executive Compensation.
### PART IV
Item 15.<|endoftext|>Net operating loss carryovers do not expire and may offset up to 80% of taxable income in any given year.
For the period from August24, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $15,165.
### DECEMBER 31, 2020
### NOTE 11. FAIR VALUE MEASUREMENTS
### Level1:
Level2:
### Level3:
### DECEMBER 31, 2020
815-40 and are presented within warrant liabilities on our balance sheet.
The Private Placement Warrants were initially and continue to be valued using a binomial lattice simulation model, which is considered to be a Level3 fair value measurement. The binomial lattice models primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable blank-check companies without an identified target. A binomial lattice simulation methodology was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants.
The key inputs into the binomial lattice simulation model for the Public Warrants and Private Placement Warrants were as follows at December 22, 2020 (Initial Measurement) and December 31, 2020:
### DECEMBER 31, 2020
There were no transfers in or out of Level3 from other levels in the fair value hierarchy.
NOTE 12. SUBSEQUENT EVENTS
Based upon this review, other than described in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements..<|endoftext|>### EXPLANATORY NOTE
Allena Pharmaceuticals, Inc. (the Company) is filing this Amendment No.1 (the Amendment) on Form
10-K/A to amend its Annual Report on Form
10-K for the fiscal year ended December31, 2020, filed with the Securities and Exchange Commission on March11, 2021 (the Original
10-K), for the purpose of filing revised versions of Exhibits 31.1 and 31.2 filed with the Original
10-K.
The Company is filing revised exhibits solely in order to include in the certifications set forth in the Exhibits the language of revised paragraph 4(b), which language was inadvertently omitted from the certifications when originally filed. The Amendment does not reflect events occurring after the date of the filing of the Original
10-K or modify or update any of the other disclosures contained therein in any way. Accordingly, the Amendment should be read in conjunction with the Original
10-K.
The Amendment consists solely of the preceding cover page, this explanatory note, the signature page and paragraphs 1, 2, 4 and 5 of each of the revised certifications filed as exhibits to the Amendment. Because no financial statements have been included in this Amendment, paragraph 3 of each of the certifications set forth in the Exhibits has been omitted.
ITEM15.
3.
### List of Exhibits
(b)
Exhibit Index.
### Exhibit
Number
Description
31.1*
Certification of Principal Executive Officer pursuant to Exchange Act Rules
13a-14(a) and
31.2*
Certification of Principal Financial Officer pursuant to Exchange Act Rules
13a-14(a) and
Cover Page Interactive Data Filethe cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*
Filed herewith.<|endoftext|>Sustainable Opportunities Acquisition Corp. (the Company) is filing this Amendment No.1 to its Annual Report for the fiscal year ended December31, 2020 on Form 10-K/A (the Amendment) to amend and restate certain items in its Annual Report for the fiscal year ended December31, 2020 on Form 10-K originally filed with the U.S. We are also restating our financial statements as of May 8, 2020, as of and for the year ended December 31, 2020, as of and for the three and nine month periods ended September 30, 2020 and as of and for the three and six month periods ended June 30, 2020 (the Affected Periods) in the accompanying financial statements included in this Annual Report, including describing the restatement and its impact on previously reported amounts.
The restatement results from the Companys prior accounting for its outstanding warrants issued in connection with its initial public offering in May 2020 as components of equity instead of as derivative liabilities.
On April 12, 2021, the Staff of the SECs Division of Corporation Finance (Staff) issued a statement (the Staff Statement) entitled Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.
Therefore, the Company is restating in this Amendment its financial statements for the Affected Periods (the Restatement).
As a result of that reassessment, the Companys management determined that its disclosure controls and procedures for the Affected Periods were not effective solely as a result of its classification of the Warrants as a component of equity instead of as derivative liabilities.
Risk Factors; (ii)Part II, Item7. (iii)Part II, Item8. (iv)Part II, Item9A. Controls and Procedures; and (v)Part IV, Item15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Payable, short term with the Manager by which the Manager advanced funds for acquisitions, dividends and working capital. On September30, 2019 and October2, 2019, the Manager advanced $183,000 and $80,000 respectively, to fund a portion of the Companys acquisition of the Brookfield Center Property which closed on October3, 2019. On November29, 2019, the Manager advanced $589,000 to the Company to fund dividends and working capital requirements. The notes are due on demand and bears interest at a rate of 5 percent annually. Interest accrued on the related party notes payable, short term was $5,875 as of December31, 2019. On February20, 2020, the Company repaid the related party notes payable, short term, in the principal amount of $852,000 plus accrued interest of $11,710. As of December31, 2020, the Company had no related party notes payable, short term, outstanding.
### Other related parties
The Company pays Shockoe Properties, LLC, a subsidiary of Dodson Properties, an entity in which one of the owners of the Manager holds a 6.32 percent interest, an annual property management fee of up to three percent of the monthly gross revenues of the Franklin Square, Hanover Square, Ashley Plaza and Brookfield properties. These fees are paid in arrears on a monthly basis. During the years ended December31, 2020 and 2019, the Company paid Shockoe Properties, LLC property management fees of $146,417 and $130,620, respectively.
PARTIV
### EXHIBITINDEX
Exhibit
Number
Description
23.1
Consent of Cherry Bekaert LLP
31.1
Certification of Annual Report by Chief Executive Officer under Section302 of the Sarbanes-Oxley Act of 2002
31.2
Certification by Chief Financial Officer under Section302 of the Sarbanes-Oxley Act of 2002
32.1
32.2<|endoftext|>That the degree of compliance with the policies or procedures may deteriorate.
Lincolnway Energy's management assessed the effectiveness of Lincolnway Energy's internal control over financial reporting as of September 30, 2020.The framework used by management in making that assessment was the criteria set forth by the "Internal Control Integrated Framework" (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, Lincolnway Energy's management has determined that as of September 30, 2020, Lincolnway Energy's internal control over financial reporting was effective for the purposes for which it is intended.
An attestation report from Lincolnway Energy's accounting firm on Lincolnway Energy's internal control over financial reporting is not included in this annual report because an attestation report is only required under the regulations of the Securities and Exchange Commission for accelerated filers or large accelerated filers.
No change in Lincolnway Energy's internalcontrol over financial reporting occurred during the fourth quarter of the fiscal year ended September 30, 2020 that has materially affected, or is reasonably likely to materially affect, Lincolnway Energy's internal control over financial reporting.
Item 9B.Other Information.
None.
### PART III
The information required by this Item is incorporated by reference from the definitive proxy statement for the Lincolnway Energy 2021 Annual Meeting of Members (the
2021 Proxy Statement
) to be filed with the SEC within 120 days after the end of the Companys fiscal year ended September 30, 2020.
### Item 14.Principal Accountant Fees and Services.
PART IV
(a)(1)Financial Statements.
(a)(3)Exhibits.<|endoftext|>### EXPLANATORY NOTE
Dyadic International, Inc. 1 on Form 10-K/A (the Amendment) to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the Form 10-K), which the Company filed with the Securities and Exchange Commission on March 30, 2021. This Amendment is being filed solely to include Exhibit 23.1 to the Form10K, which was inadvertently omitted. This Amendment also includes new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
Except as described above, no other portion of the Form 10-K is amended hereby, and the Form 10-K continues to speak as of the date of the original filing of the Form 10-K. Accordingly, this Amendment should be read in conjunction with the Form 10-K and the Companys filings made with the Securities and Exchange Commission subsequent to the date of the Form 10-K.
### PART IV
Item 15.
Financial Statement and Exhibits
(a)
### Financial Statement
Our financial statements and related notes thereto are listed and included in this Annual Report on Form 10-K beginning on page F-1.
(b)
### Exhibits
Notes:
*This filing excludes schedules and similar attachments pursuant to Item 601(b)(2) of Regulation S-K.A copy of any omitted schedule will be furnished supplementary to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.
**Identifies each management contract or compensatory plan or arrangement.
Portions of the exhibits have been omitted pursuant to a request for confidential treatment.
#Previously filed with the SEC.
(1) The Company elect to satisfy Regulation S-K 229.406(c) by posting its Code of Ethics on its website at www.dyadic.com.<|endoftext|>### EXPLANATORY NOTE
1 to the Annual Report on Form 10-K to we, us, the Company or our company are to FirstMark Horizon Acquisition Corp., unless the context otherwise indicates.
This Amendment No. 1 (Amendment No. 1) to the Annual Report on Form 10-K/A amends the Annual Report on Form 10-K of FirstMark Horizon Acquisition Corp. for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission (SEC) on March 29, 2021 (the Original Filing).
Since issuance on October 8, 2020, our warrants were accounted for as equity within our balance sheet.
As a result of the foregoing, on May 26, 2021, the Audit Committee of the Company, in consultation with its management, concluded that its previously issued Financial Statements for the periods beginning with the period from August 13, 2020 (inception) through December 31, 2020 (collectively, the Affected Periods) should be restated because of a misapplication in the guidance around accounting for our outstanding warrants to purchase Class A common stock (the Warrants) and should no longer be relied upon.
We reassessed our accounting for the Warrants issued on October 8, 2020, in light of the SEC Staffs published views.
1 to amend and restate certain restated items on the previously issued balance sheet dated as of October 8, 2020, the date that the IPO closed, that were previously reported on a Current Report on Form 8-K filed with the SEC on October 14, 2020, and (ii) restated financial statements as of December 31, 2020 and for the period from August 13, 2020 (inception) through December 31, 2020 that were previously reported on the Original Filing.
### Part I, Item 1A. Risk Factors
Part II, Item 7.
Part II, Item 8.
### Part II, Item 9A. Controls and Procedures
Part IV, Item 15.<|endoftext|>The aggregate market value of the Common Stock held by non-affiliates of the registrant, based upon the last sale price of the Common Stock reported on the Nasdaq Stock Market as of the last business day of the registrants most recently completed second fiscal quarter (June 30, 2020), was approximately $241.5million.
The number of shares of Common Stock outstanding as of August 4, 2021 was 139,410,776.
### EXPLANATORY NOTE
On March 16, 2021, Surgalign Holdings Inc. This Amendment No. 1 (the Amendment) amends the Original Form 10-K solely to correct the registrant's name disclosed in Exhibit 23.1, Consent of Independent Registered Public Accounting Firm. The Exhibit 23.1 included in the Original Form 10-K identified the registrant's name as RTI Surgical Holdings, Inc., whereas the appropriate registrant's name is Surgalign Holdings, Inc. A new Exhibit 23.1 with the correction is filed as Exhibit 23.1 attached hereto.
No revisions have been made to the Companys financial statements or any other disclosure contained in the Original Form 10-K. This Amendment is an exhibit-only filing. Except for Exhibit 23.1, this Amendment does not otherwise update any exhibits as originally filed or previously amended.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), new certifications by the Companys principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Amendment, and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.
Item 15.<|endoftext|>To Exhibit 10.1 to the Companys Current Report on Form 8-K (file No.
10.15
Restricted Stock Award Agreement, dated April 19, 2019, by and between Falcon Minerals Corporation and Daniel C. Herz (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K (file No.
10.16
Performance Stock Unit Agreement, dated April 19, 2019, by and between Falcon Minerals Corporation and Daniel C. Herz (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K (file No.
10.17
Super Performance Stock Unit Agreement, dated April 19, 2019, by and between Falcon Minerals Corporation and Daniel C. Herz (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K (file No.
10.18
Form of Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 10-Q (File No.
10.19
First Amendment to Credit Agreement, dated as of May 1, 2020 (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 10-Q (File No.
21.1
(incorporated by reference to Exhibit 21.1 to the Companys Current Report on Form 10-K (File No.
23.1*
23.2
### Consent of Ryder Scott Company, L.P.
(incorporated by reference to Exhibit 23.2 to the Companys Current Report on Form 10-K (File No.
31.1*
31.2*
32.1**
32.2**
99.1
### Reserve Report of Ryder Scott Company, L.P.
(incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 10-K (File No.
101.INS*
Inline XBRL Instance Document.
101.SCH*
101.CAL*
101.DEF*
101.LAB*
101.PRE*
104*
Cover Page Interactive Date File (embedded within the Inline XBRL document)
*
Filed herewith
**
### Furnished herewith
Compensatory plan or arrangement.
ITEM 16.
### FORM 10-K Summary
None. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Accounting Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended
32.1
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)
32.2
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Accounting Officer)
33.1
Issuance of Series D-3 Preferred Stock.
33.2
Certificate of Designation of Series D-5 Preferred Stock.
33.3
Certificate of Designation of Series D-6 Preferred Stock.
33.4
Certificate of Amendment to Certificate of Designation of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock.
34.
Certificate of Amendment filed with the State of Nevada with filed Definitive 14C filed on August 16, 2019 for the 2019 Reverse Split of Common Stock and Authority to Increase Authorized Common Stock
35.
Share Exchange Agreement between 12 ReTech Corporation and Red Wire Group. LLC on Form 8K filed on February 25, 2019.
33.5
Certificate of Designation of Series D-2 Preferred Stock.
36.
Share Exchange Agreement between 12 ReTech Corporation and Rune, NYC, LLC on Form 8K filed on March 21, 2019 .
37.
Share Exchange agreement for majority control between 12 ReTech Corporation and Bluwire Group, LLC on form 8k on October 15, 2019.
38.
Share agreement between 12 ReTech Corporation and Social Decay,LLC on form 8K on November 20, 2019
39.
Amendment to the Articles of Incorporation with the state of Nevada to to Reverse Split of 12 ReTech common stock a 1 for 500 reverse split of its outstanding common stock on form 8K on August 11, 2020.
40.
Amendment to the Articles of Incorporation to increase authorized from 16,000,000,000 to 20,000,000,000 common shares on form 8k on August 14, 2020.<|endoftext|>To the Quarterly Report on Form 10-Q of the Company on August 6, 2020 and incorporated herein by reference).
10.36#
PAE Incorporated 2020 Equity Incentive Plan (filed as Exhibit 10.30 to the Current Report on Form 8-K of the Company on February 14, 2020 and incorporated herein by reference).
10.37#
Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for Participation Plan Participants under the PAE Incorporated 2020 Equity Incentive Plan (filed as Exhibit 10.31 to the Current Report on Form 8-K of the Company on February 14, 2020 and incorporated herein by reference).
10.38#
Form of Pacific Architects and Engineers Incorporated 2016 Participation Plan Termination Agreement (filed as Exhibit 10.33 to the Current Report on Form 8-K of the Company on February 14, 2020 and incorporated herein by reference).
10.39
Form of Indemnity Agreement (filed as Exhibit 10.34 to the Current Report on Form 8-K of the Company on February 14, 2020 and incorporated herein by reference).
21.1
(filed as exhibit to the Original Form 10-K and incorporated herein by reference)
23.1
Consent of Ernst & Young LLP
31.1
### Certification by the
Principal
Executive Officer and Principal Financial Officer of the Company Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
### Certification by the
Principal Executive Officer and Principal
Financial Officer of the Company Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
101.SCH
101.DEF
101.CAL
101.LAB
101.PRE
*Schedules and other similar attachments to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted schedules to the Securities and Exchange Commission upon its request.
None<|endoftext|>### EXPLANATORY NOTE
American Rebel Holdings, Inc. is filing this Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2020 (the Form 10-K), which was filed with the Securities and Exchange Commission on May 17, 2021, to submit the Interactive Data File (as defined in Rule 11 of Regulation S-T) for that fiscal year as Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 was omitted from the Form 10-K in accordance with the 30-day grace period provided under Rule 405(a)(2)(ii) of Regulation S-T.
Except as set forth above, this Form 10-K/A does not modify or update any of the disclosure in the Form 10-K. This Form 10-K/A speaks as of the time of filing of the Form 10-K, does not reflect events that may have occurred subsequent to such filing, and does not modify or update in any way disclosure made in the Form 10-K.
### Item 6 Exhibits
American Rebel Holdings, Inc. includes by reference the following exhibits:
101.INS
XBRL Instance Document**
101.SCH
XBRL Taxonomy Extension Schema**
101.CAL
XBRL Taxonomy Extension Calculation Linkbase**
101.DEF
XBRL Taxonomy Extension Definition Linkbase**
101.LAB
XBRL Taxonomy Extension Labels Linkbase**
101.PRE
### XBRL Taxonomy Extension Presentation Linkbase**
* Filed with initial filing of the Companys registration statement on Form S-1, August 4, 2015.
# Filed herewith.
** The XBRL related information in Exhibit 101 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.<|endoftext|>The purpose of this amendment on Form 10-K/A to EXEO Entertainment, Inc.s Annual Report on Form 10-K for the year ended November 30, 2020, filed with the Securities and Exchange Commission on March 16, 2021 is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.
This Amendment No.
Item 15(B) Exhibits
### INDEX TO EXHIBITS
Exhibit
Description
3.1
Articles of Incorporation (1)
3.2
Amendment to Articles of Incorporation (1)
3.3
Bylaws (1)
3.4
Certificate of Designation (for Series A Preferred Stock) (1)
3.5
Certificate of Designation for Series B Convertible Preferred Stock (2)
10.1
Employment Agreement (Jeffrey Weiland, President) (1)
10.2
Employment Agreement (Robert S. Amaral, CEO) (1)
10.3
Consulting Agreement (Hildebrandt Consulting) (1)
10.4
Exclusive License Agreement (Psyko Audio Labs) (1)
10.5
Exclusive License Agreement (Digital Extreme Technologies, Inc.) (1)
10.6
Project Management Agreement (Elite Product Management) (1)
10.7
2012 Employees/Consultants Stock Compensation Plan Agreement (1)
31.1
*
31.2
*
32.1
*
32.2
*
99.1
Press release issued on September 12, 2014 (3)
99.2
Temporary Hardship Exemption
101.INS
XBRL Instance Document**
101.SCH
101.CAL
101.DEF
101.LAB
XBRL Taxonomy Extension Label Linkbase**
101.PRE
* Previously filed.
** Furnished herewith.
(1)
Previously filed as an exhibit to Exeo Entertainment, Inc.s Form S-1 filed with the Commission on August 16, 2013, as amended.
(2)
Previously filed as an exhibit to Exeo Entertainment, Inc.s Form 10-K filed with the Commission on March 13, 2014.
(3)
Previously filed as an exhibit 99.1 to Exeo Entertainment, Inc.s Form 10-Q filed with the Commission on October 6, 2014.
### Item 15(c) Reports on Form 8-K
None.
Press Releases
None.<|endoftext|>### EXPLANATORY NOTE
This Amendment No.1 on
Form10-K/A(this
### Amendment) amends the Annual Report onForm10-Kof
Foghorn Therapeutics Inc. (the Company, we, our, us or Foghorn) for the fiscal year ended December31, 2020, as originally filed with the Securities and Exchange Commission (the SEC) on March18, 2021 (the
Original10-K).The purpose of this Amendment is to include information required by PartIII of the Annual Report on
Form10-Kthat was intentionally omitted from PartIII of the
Original10-K.
12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), certifications by the Companys principal executive officer and principal financial officer pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to this Amendment.
We are not including the certifications under Section906 of Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment.
Except as described above, no other changes have been made to the
### Original10-K.The
Original10-Kcontinues to speak as of the dates described in the
Original10-K,and we have not updated the disclosures contained therein to reflect any events that occurred subsequent to such dates. Accordingly, this Amendment should be read in conjunction with the Companys filings made with the SEC subsequent to the filing of the
Original10-K,as information in such filings may update or supersede certain information contained in this Amendment. As used in this Amendment, unless otherwise stated or the context otherwise indicates, references to Foghorn, the Company, we, our, us or similar terms refer to Foghorn Therapeutics Inc. and our subsidiary.
Foghorn Therapeutics Inc.
### Index
Page
PART III
### Item10.
Item11.
### Executive Compensation
Item12.
### Item13.
Item14.
PARTIV
Item15.<|endoftext|>The registrant filed with the Securities and Exchange Commission (the
SEC) an Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the Original Form 10-K) on February 25, 2021. However, the registrant inadvertently omitted certain required language from paragraph 4 of the certifications of the registrants principal executive officer and principal financial officer required by Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
This Amendment No. 1 on Form 10-K/A is being filed solely for the purpose of filing revised certifications by the registrants principal executive officer and principal financial officer, including the previously omitted language. These revised certifications are currently dated, refer to this Form 10-K/A, and are being included as exhibits to this Amendment No.1 on Form 10-K/A under Part IV, Item 15 hereof. In accordance with applicable SEC interpretations, this Form 10-K/A contains only the cover page, this explanatory note, a signature page and the revised certifications (containing only paragraphs 1, 2, 4 and 5 of the text otherwise prescribed by Item 601(b)(31)(i) of Regulation S-K).
Except as described above, no attempt has been made in this Amendment No.1 on Form 10-K/A to modify or update the other disclosures or exhibits presented in the Original Form 10-K. Except as presented in this Form 10-K/A and except for Exhibits 31.1 and 31.2 filed herewith, this Amendment No. 1 on Form 10-K/A does not reflect events occurring after the filing of the Original Form 10-K, or modify or update those disclosures. 1 on Form 10-K/A should be read in conjunction with the Original Form 10-K and the registrants other filings with the SEC.
PART
IV
Item 15.
Exhibits, Financ ial Statement Schedules.
(a)(3) Exhibits
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[
Blgi Inc
]
1 to BLGI, Inc.s (the Company) Annual Report on Form 10-K for the fiscal year ended April 30, 2019 (Form 10-K/A) is to submit Exhibit 101 to the Form 10-K filed with the U.S. Securities and Exchange Commission (the SEC) on June 29, 2020 (the Form 10-K), in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the Interactive Data Files (the Interactive Data Files) required to be filed with the Form 10-K.
The following events, each of which occurred after the original filing date of the Form 10-K, are applicable with respect to the executive officers executing this Form 10-K/A, the change of the Companys name, since the original filing date of the Form 10-K, and differences in the number of outstanding shares, since the original filing date of the Form 10-K:
Effective June 29, 2020, Jeremy Towning resigned as Chief Executive Officer;
Effective June 29, 2020, the Company appointed Lawrence P. Cummins as Chief Executive Officer and as a member of the Companys board of directors;
Effective October 15, 2020, the Company changed its name from Black Cactus Global, Inc. to BLGI, Inc.; and
Effective October 15, 2020, the Company effected a 1-for-20 reverse stock split of its shares of common stock, par value $0.0001 per share; provided, however, that no changes or adjustments have been made to the financial information in the Form 10-K to reflect such reverse stock split.
Other than the submission of the Interactive Data Files, no other changes, revisions, or updates have been made to the Form 10-K in this Form 10-K/A, which speaks as of the original filing date of the Form 10-K and does not reflect any events that may have occurred subsequent to the filing date of the Form 10-K.
Item 15.
(b) Exhibits continued
__________
* Filed herewith
(1) Filed previously as an exhibit to the Form 10-K.<|endoftext|>### EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this Form 10-K/A) to the Annual Report on Form 10-K of NextGen Healthcare, Inc. for the fiscal year ended March 31, 2021, filed with the Securities and Exchange Commission (the SEC) on May 26, 2021 (the Original 10-K) is being filed solely for the purpose of including the information required by Part III on Form 10-K. This information was previously omitted from the Original 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. 1 to include Part III information in our Form 10-K because we will not file a definitive proxy statement containing such information within 120 days after the end of the fiscal year covered by the Original 10-K. In addition, this Form 10-K/A deletes the reference on the cover of the Original 10-K to the incorporation by reference of portions of our proxy statement into Part III of the Original 10-K.
Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 30 of Regulation S-K, paragraphs 3,4, and 5 of the certifications have been omitted.
Except as described above, this Form 10-K/A does not modify or update disclosure in the Original 10-K. Furthermore, this Form 10-K/A does not change any previously reported financial results. Information not affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time the Original 10-K was filed.
NextGen Healthcare Inc.
### Amendment No.
PART III
### Item 10.
Item 11.
### Executive Compensation
Item 12.
### Item 13.
Item 14.
PART IV
Item 15.<|endoftext|>The information required by Part III of Annual Report on Form
10-K, to the extent not set forth herein, is incorporated herein by reference to the registrants Proxy Statement for the 2021 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the registrants fiscal year.
### EXPLANATORY NOTE
We are filing this
Amendment
No
(
### Amendment
No
) to our Annual Report on
Form10-K for the year ended December31, 2020 (the Original
Form10-K), as filed with the Securities and Exchange Commission on March18, 2021 (the Original Filing Date), solely to correct an administrative error in the content of the cover page that resulted in the disclosure of an incorrect number of Multiple Voting Shares (on an as converted basis) as of March1, 2021. The Original
Form10-K incorrectly stated that 40,259,000 Multiple Voting Shares were outstanding (on an as converted basis) as of March1, 2021, while the correct number was 4,025,900. The amended cover page as included herein, reflects the correct number of Multiple Voting Shares outstanding (on an as converted basis) as of March1, 2021.
Except as described above, no changes have been made to the Original
### Form10-K, and this
Amendment
No
1 does not modify, amend or update in any way any of the financial or other information contained in the Original
Form10-K.
### This
Amendment
No
### EXHIBIT INDEX
The following exhibits are filed with this Form
10-K/A.
31.1
Certification of Chief Executive Officer required by
31.2
Certification of Chief Financial Officer required by
32.1
Certification of Chief Executive Officer pursuant to Section1350 of Chapter63 of the UnitedStates Code
32.2
Certification of Chief Financial Officer pursuant to Section1350 of Chapter63 of the UnitedStates Code<|endoftext|>Director Independence
The directors of the Company are listed in Item 12 of this Form 10-K/A.
### Item 14.
The Company retained BDO USA, LLP to audit the Companys consolidated financial statements for 2019 and 2020. The Company also retained BDO USA, LLP to provide non-audit services in 2019 and 2020. The following table sets forth the aggregate fees billed to the Company by BDO USA, LLP for professional services in fiscal years 2019 and 2020:
BDO USA, LLP
(1) Consists primarily of fees for the audit of annual financial statements and the audit of the effectiveness of internal control over financial reporting, review of quarterly financial statements, review of SEC registration statements and related consents, and services in connection with statutory or regulatory filings.
(2) Consists of fees for services rendered for analysis of NOL utilization.
All fees listed above have been pre-approved by the Audit Committee. The Audit Committee has, however, delegated to the Chairman of the Audit Committee the authority to pre-approve permitted non-audit services (as such services are defined by the Sarbanes-Oxley Act of 2002) provided that (i) in each case the estimated amount of such fees will not exceed $75,000 and (ii) the Chairman of the Audit Committee reports any pre-approval so granted at the next scheduled meeting of the Audit Committee.
The Audit Committee Charter provides for the Audit Committee to establish the auditors fees. Such fees have been based upon the complexity of the matters in question and the time incurred by the auditors.
### PART IV
Item 15.
(b) Exhibits
The exhibits listed on the accompanying Exhibit Index are filed as a part of this report.
### EXHIBIT INDEX
Exhibit No.
Description
31.1
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a).
31.2
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a).<|endoftext|>Spectrum Brands Holdings, Inc.
Yes
No
### SB/RH Holdings, LLC
Yes
No
The aggregate market value of the voting stock held by non-affiliates of Spectrum Brands Holdings, Inc. was approximately $1,502million based upon the closing price on the last business day of the registrants most recently completed second fiscal quarter (March29, 2020). For the sole purposes of making this calculation, term non-affiliate has been interpreted to exclude directors and executive officers and other affiliates of the registrant. Exclusion of shares held by any person should not be construed as a conclusion by the registrant or an admission by any such person or that such person is an affiliate of the Company, as defined by applicable securities law.
As of January 14, 2021, there were outstanding 42,621,893 shares of Spectrum Brands Holdings, Inc.s common stock, par value $0.01 per share.
SB/RH Holdings, LLC meets the conditions set forth in General Instruction I(1)(a) and (b)of Form
10-K and has therefore omitted the information otherwise called for by Items 10 to 13 of Form
10-K as allowed under General Instruction I(2)(c).
None.
EXPLANATORY NOTE
Spectrum Brands Holdings, Inc. and SB/RH Holdings, LLC are filing this Amendment No.1 (this Form 10-K/A) to their Annual Report on Form 10-K for the fiscal year ended September30, 2020 (Fiscal 2020) that was filed with the Securities and Exchange Commission (SEC) on November18, 2020 (the Original Form 10-K) for the sole purpose of including certain of the information required by PartIII of Form 10-K. As required by Rule
12b-15, in connection with this Form 10-K/A, the Companys Principal Executive Officer and Principal Financial Officer are providing Rule
13a-14(a) certifications included herein.
Page
### EXPLANATORY NOTE
PARTIII
ITEM10.
ITEM 11.
### EXECUTIVE COMPENSATION
ITEM 12.
ITEM 13.
PARTIV
ITEM 15.
EXHIBIT INDEX<|endoftext|>Esports Entertainment Group, Inc. 1 (this Amendment) to its Annual Report on Form 10-K for the year ended June 30, 2021, as filed on October 13, 2021 (the Original Form 10-K) with the Securities and Exchange Commission (the SEC). The purpose of this Amendment is to file Exhibits 23.1 and 23.2, Consents of Independent Registered Public Accounting Firm which includes the consent to the incorporation by reference of Friedman LLPs report dated October 13, 2021, with respect to the consolidated financial statements for the year ended June 30, 2021 and Rosenberg Rich Baker Berman P.A. report October 1, 2020 with respect to the consolidated financial statements for the year ended June 30, 2020 both appearing in the Annual Report on Form 10-K of the Company for the year ended June 30, 2021 into registration statements on Form S-8, S-3, and S-3, file numbers, 333-250970, 333-258822, and No. 333-252370, respectively which consents were inadvertently omitted from the original Form 10-K.
Except as described above, no other changes have been made to the Original Form 10-K, and this Amendment does not amend, update or change any other items or disclosures in the Original Form 10-K. The Original Form 10-K continues to speak as of its original filing date. This Amendment does not reflect subsequent events occurring after the filing date of the Original Form 10-K or modify or update in any way disclosures in the Original Form 10-K.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), this Amendment No. 1 also contains new certifications pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K under the Exchange Act, paragraphs 3, 4 and 5 of the certifications have been omitted.
### Part IV
Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
The opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.
Item 14.
The following table sets forth aggregate fees billed to the Company for professional services by our independent registered public accounting firm, Marcum LLP for the fiscal years indicated below:
(1)
Audit Fees consist of fees for professional services rendered in connection with the audit of our annual consolidated financial statements, including audited financial statements presented in our annual report on Form 10-K, review of our quarterly financial statements presented in our quarterly report on Form 10-Q and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years, including audit services in connection with filing registration statements, and amendments thereto.
(2)
Audit-related Fees consist of fees related to audit and assurance procedures not otherwise included in Audit Fees, including fees related to the application of GAAP to proposed transactions and new accounting pronouncements.
(3)
Tax Fees consist of tax return preparation, international and domestic tax studies, consulting and planning.
(4)
All Other Fees consist of the cost of a subscription to an accounting research tool.
Our Audit Committee pre-approves all auditing services and permitted non-audit services to be performed for us by our independent auditor, including the fees and terms thereof. All of the services described above were approved by our Audit Committee.
Item 15.<|endoftext|>### EXPLANATORY NOTE
Enstar Group Limited (Enstar, the Company, we, us or our) is filing this Amendment No. 1 on Form 10-K/A (this Amendment) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the 2020 Form 10-K), which was originally filed on March 1, 2021 with the U.S. The sole purpose of filing this Amendment is to include separate financial statements for InRe Fund, L.P., a Cayman Islands exempted limited partnership in which we have a significant investment (InRe Fund). We are required to provide separate financial statements for InRe Fund under Rule 3-09 of Regulation S-X for the fiscal years ended December 31, 2020, 2019 and 2018. The separate financial statements for InRe Fund are filed as exhibits to this Amendment and they do not impact or affect our previously reported consolidated financial condition or results of operations.
Except as specified in this explanatory note, this Amendment does not amend or modify any of the other information included in the 2020 Form 10-K, and it does not modify or update any information included in the 2020 Form 10-K to reflect any events, developments or results that occurred subsequent to March 1, 2021. As a result, the 2020 Form 10-K continues to speak as of the date of filing of the 2020 Form 10-K. More current information is contained in the Companys filings subsequent to the date of filing of the 2020 Form 10-K, including the Companys Current Report on Form 8-K filed with the SEC on June 11, 2021, which recast the financial information and financial statements contained in the 2020 Form 10-K in order to give effect to a change in the Companys segment reporting.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment also contains new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, which are attached here.
Page
### PARTIV
Item 15.<|endoftext|>### EXPLANATORY NOTE
Humanco Acquisition Corp. 1), or this Amendment, to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March 31, 2021, or the Original Filing, to restate our financial statements as of and for the period ended December 31, 2020. We are also restating the financial statement as of December 11, 2020 in the accompanying financial statements included in this Annual Report (collectively, the Original Financial Statements).
As a result, on May 28, 2021, after consultation with the Companys board of directors, management concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.
The Company has not amended its Current Report on Form 8-K filed on December 17, 2020 for the period affected by the restatement.
### Restatement Background
As a result of the SEC Statement, the Companys management reevaluated the accounting treatment of our outstanding warrants issued in connection with our initial public offering on December 9, 2020, including the 8,075,000 private placement warrants issued to HumanCo Acquisition Holdings, LLC (our sponsor), the 14,375,000 warrants issued as part of the units sold in our initial public offering, and the 1,250,000 warrants issued as part of the units sold to CAVU Venture Partners III, LP each with an exercise price of $11.50 (the Warrants), in accordance with Accounting Standards Codification (ASC) 815-40, Derivatives and Hedging: Contracts in an Entities Own Equity. ASC 815-40 states entities must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability.
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15.<|endoftext|>### EXPLANATORY NOTE
Virginia National Bankshares Corporation (the Company) is filing this Amendment No.1 on Form10-K/A(the Form10-K/A)to amend its Annual Report on Form10-Kfor the fiscal year ended December31, 2020 (together with the Form10-K/A,the Form10-K),filed with the Securities and Exchange Commission (the SEC) on March 19, 2021. The purpose of this Form10-K/Ais solely to disclose the information required in PartIII (Items 10, 11, 12, 13 and 14) of Form10-K,which information was previously omitted in reliance on General Instruction G(3) toForm10-K.Accordingly, the Company hereby amends and replaces in its entirety Part III of the Form10-K.
In addition, pursuant to the rules of the SEC, Item 15 of Part IV has been amended to include the currently dated certifications of the Companys principal executive officer and principal financial officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002. New certifications of the Companys principal executive officer and principal financial officer are filed with this Form10-K/Aas Exhibits 31.3 and31.4hereto. Because no financial statements have been included in this Form10-K/Aand this Form10-K/Adoes not contain or amend any disclosure with respect to Items 307 and 308 of RegulationS-K,paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is not including a new certificate under Section906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Form10-K/A.
Except as described above, this Form10-K/Adoes not amend any other information set forth in theForm10-K,and the Company has not updated disclosures included therein to reflect any subsequent events. ThisForm10-K/Ashould be read in conjunction with the Form10-Kand with the Companys filings with the SEC subsequent to the Form10-K.
### INDEX
Page
Part III
### Item 10
### Item 11
Executive Compensation
### Item 12
### Item 13
### Item 14
### Part IV
Item 15<|endoftext|>Accounting consultations related to audit services, and other services normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings.
### Audit-Related Fees
The aggregate fees billed for assurance and other services related to the audit of our annual consolidated financial statements, which primarily include services in connection with due diligence related to our acquisitions.
Tax Fees
The aggregate fees billed for professional tax compliance services (preparation and review of income tax returns and other tax-related filings), tax due diligence for our acquisitions and tax advice on U.S. and foreign tax matters.
### All Other Fees
Miscellaneous fees billed for services not otherwise included in the categories above. The fees for fiscal 2020 were for capital market consultations on our 2020 equity and convertible debt public offerings.
Audit Committee
Non-Audit
Services of Independent Auditors
Our Audit Committees policy is to pre-approve all services provided by our independent registered public accounting firm. The independent registered public accounting firm is required to periodically report to our Audit Committee regarding the extent of services provided by such firm in accordance with such pre-approval.
Our Audit Committee has delegated pre-approval authority to one of its members, who must report any decisions to our Audit Committee at the next scheduled meeting. During 2020, our Audit Committee approved in advance all audit, audit-related, tax and other services to be provided by EY.
EY has not received approval to perform nor performed any prohibited activities as such term is defined in Section201 of the Sarbanes Oxley Act of 2002.
### PART IV
Item15.
EXHIBIT INDEX
+
*
Furnished.
**
Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation
S-K and will be furnished to the Securities and Exchange Commission upon request.<|endoftext|>9, 2020 (incorporated by reference to Exhibit 10.1 of the 001-36876)).
10.63
Third Amendment to Executive Employment Agreement between and Henry Bartoli dated November 5, 2020 (incorporated by reference to Exhibit 10.2 of the 001-36876)).
10.64
Consultant Agreement by and between The Babcock & Wilcox Company Inc. and Henry Bartoli effective as of January 1, 2021 (incorporated by reference to Exhibit 10.3 of the 001-36876)).
10.65
Settlement Agreement between Babcock & Wilcox Volund A/S and XL Insurance Company SE dated October 10, 2020.
10.66
Exchange Agreement by and between Babcock & Wilcox Enterprises Inc. and B. Riley Financial, Inc. dated February 12, 2021 (incorporated by reference to Exhibit 1.3 to the 001-36876)).
10.67
Amendment No. 2 to Amended and Restated Credit Agreement by and between Babcock and Wilcox Enterprises Inc. and Bank of America, N.A., as Administrative Agent, dated February 8, 2021 (incorporated by reference to Exhibit 10.1 to the 001-36876)).
10.68
Amendment No. 3 to Amended and Restated Credit Agreement by and between Babcock and Wilcox Enterprises Inc. and Bank of America, N.A., as Administrative Agent, dated March 4 2021
21.1
Significant Subsidiaries of the Registrant.
23.1
31.1
Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer.
31.2
Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer.
101.SCH
101.CAL
101.LAB
101.PRE
101.DEF
Cover Page Interactive Data File (embedded within the inline XBRL document)
* Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
The Company has omitted certain information contained in this exhibit pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and, if publicly disclosed, would likely cause competitive harm to the Company.
### Item 16. Form 10-K Summary
None. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
In quarterly reports, services performed in connection with regular filings with the Securities and Exchange Commission and other services that are normally provided by our independent registered public accounting firm for the fiscal years ended December 31, 2020 and December 31, 2019.
Policy on Pre-Approval by Audit Committee of Services Performed by Independent Registered Public Accounting Firm
The Audit Committee reviews, and in its sole discretion pre-approves, our independent auditors annual engagement letter including proposed fees and all auditing services provided by the independent auditors. Accordingly, our Audit Committee approved all services rendered by our independent registered public accounting firm, BDO USA, LLP, during fiscal year 2020, as described above. Our Audit Committee and Board has considered the nature and amount of fees billed or expected to be billed by BDO USA, LLP and believes that the provision of services for activities unrelated to the audit was compatible with maintaining BDO USA, LLPs independence.
The Audit Committee has not implemented a policy or procedure which delegates the authority to approve, or pre-approve, audit or permitted non-audit services to be performed by BDO. Our Board may not engage the independent auditors to perform the non-audit services proscribed by law or regulation.
ITEM 15.
(a)
1.
Previously filed with the Companys Annual Report on Form 10-K for the year ended December 31, 2020, as filed on April 15, 2021.
2.
All schedules have been omitted since the required information is presented in the financial statements and the related notes or is not applicable.
3.
### The Exhibits below:
See the Exhibit Index below.
*
- Provided herewith.
^
- Previously filed or furnished, as required, with the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission on March 31, 2021.
### ITEM 16. FORM 10-K SUMMARY
Not Applicable.<|endoftext|>[
Pareteum Corp
]
Pareteum Corporation (together with subsidiaries, the
### Company
) is filing this Amendment No. 2 on Form 10-K/A (
Amendment No. 2
) to its Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission (
SEC
) on March 18, 2019 (as previously amended by Amendment No. 1 on Form 10-K/A filed with the SEC on December 14, 2020, the
### Original Form 10-K
), for the primary purposes of updating each of (i) the audit opinion of Baker Tilly US, LLP found at pages 48-49 of the Original Form 10-K and (ii) the report of Baker Tilly US, LLP on the effectiveness of internal control over financial reporting as of December 31, 2018 found at pages 113-114 of the Original Form 10-K and adding a new consent of
Baker Tilly US, LLP as Exhibit 23.2. This Amendment also amends the cover page of the Original Form 10-K to update the number of shares of common stock outstanding. In addition, Item 15(a)(3) of Part IV is amended to add as Exhibits 31.4 and 31.5 the certifications required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended (the
Exchange Act
).
Except as described above, no other changes have been made to the Original Form 10-K.This Amendment does not reflect events occurring after the filing of the Original Form 10-K, nor does it modify or update disclosures therein in any way other than as expressly stated herein.Among other things, forward-looking statements made in the Original Form 10-K have not been revised to reflect any events that may have occurred or facts that may have become known after the filing of the Original Form 10-K. Consequently, this Amendment should be read in conjunction with the Original Form 10-K and the Companys filings with the SEC subsequent to the filing of the Original Form 10-K.
Capitalized terms used herein without definition have the meaning set forth in the Original Form 10-K.
### PART IV
ITEM 15.
The following exhibits are filed with this Report.<|endoftext|>Securities covered by the registration and shareholder rights agreement, which is described under the section of this
Annual Report on Form10-K entitled Description of Securities Registration and Shareholder Rights.
The audit committee of our board of directors will adopt a charter, providing for the review, approval and/or ratification of related party transactions, which are those transactions required to be disclosed pursuant to Item404 of Regulation S-K as promulgated by the SEC, by the audit committee.
ITEM 14.
The following is a summary of fees paid to Marcum LLP, for services rendered.
### Audit Fees
The aggregate fees billed by Marcum LLP for audit fees, inclusive of required filings with the SEC for the period from July 28, 2020 (inception) through December 31, 2020, and of services rendered in connection with our initial public offering, totaled $44,290.
Audit-Related Fees
We did not pay Marcum LLP any audit-related fees during the period from July 28, 2020 (inception) through December 31, 2020.
### Tax Fees
We did not pay Marcum LLP any tax fees during the period from July 28, 2020 (inception) through December 31, 2020.
All Other Fees
We did not pay Marcum LLP any other fees during the period from July 28, 2020 (inception) through December 31, 2020.
PART IV
### ITEM 15.
(a)
The following documents are filed as part of this Form 10-K:
(1)
Financial Statements:
(3)
### Exhibits
*
Filed herewith
**
Furnished herewith
***
Previously filed.
(1)
Incorporated by reference to the registrants Current Report on Form 8-K, filed with the SEC on January 12, 2021
(2)
Incorporated by reference to the registrants Current Report on Form 8-K, filed with the SEC on February 2, 2021
(3)
Incorporated by reference to the registrants Current Report on Form 8-K, filed with the SEC on September 29, 2020
(4)
Incorporated by reference to the registrants Registration Statement on Form S-1, filed with the SEC on September 21, 2020
### ITEM 16. FORM 10-K SUMMARY
Not applicable.<|endoftext|>This Amendment No. 1 on Form 10-K/A (this Amendment) of Assisted 4 Living, Inc. (the Company) amends the Companys Annual Report on Form 10-K for the year ended November 30, 2020 (the Original Report), originally filed with the Securities and Exchange Commission on March 1, 2021 (the Original Filing Date). This Amendment is being filed solely for the purpose of indicating on the cover page that registrant is not currently required to file all reports required by Section 15(d) of the Exchange Act, even though it has filed all Section 15(d) Exchange Act reports for the preceding 12 months. The applicable check boxes were inadvertently checked incorrectly in the Original Report.
In addition, pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Amendment contains currently dated certifications by the Companys principal executive officer and principal financial officer, which are being filed as exhibits to this Amendment. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of such certifications have been omitted. Similarly, because no financial statements have been included in this Amendment, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.
This Amendment consists solely of the preceding cover page, this explanatory note, the exhibit index, the signature page and the certifications.
Other than as expressly set forth above, no other changes have been made to the Original Report. This Amendment speaks as of the Original Filing Date of the Original Report, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Original Report. Accordingly, this Amendment should be read in conjunction with the Original Report and the Companys other filings with the Securities and Exchange Commission.
Item 15.<|endoftext|>[
Resmed Inc
]
### EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this Amendment) amends the Annual Report on Form 10-K of ResMed Inc. for the fiscal year ended June 30, 2020, as filed with the Securities and Exchange Commission on August 12, 2020 (the Original Filing). The Consent of Independent Registered Public Accounting Firm (the Auditor Consent) was inadvertently omitted in the Original Filing.
This Amendment is being filed solely to file the Auditor Consent. No other changes were made to the Original Filing. Further, no attempt has been made in this Amendment to modify or update the other disclosures presented in the Original Filing. This Amendment does not reflect events occurring after the filing of the Form 10-K (i.e., occurring after August 12, 2020) or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Form 10-K and the registrants other filings with the Securities and Exchange Commission.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), new certifications by the Companys principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment No. 1 pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Amendment No. 1 and it does not contain or amend any disclosure with respect to Items 307 or 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.
-
-
### PART IV
Item 15
PART IV
ITEM15
EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
*Filed herewith.
-
-
### PART IV
Signatures
SIG
### NATURES
Under the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the authorized persons below.
DATED March 29, 2021
ResMed Inc.
/s/
### MICHAEL J. FARRELL
Michael J. Farrell
Chief executive officer
-
- | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Sponsor will be entitled to certain registration rights with respect to the private placement warrants, the warrants issuable upon conversion of working capital loans (if any) and the ClassA ordinary shares issuable upon exercise of the foregoing and upon conversion of the founder shares, and, upon consummation of our initial business combination, to nominate three individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement.
Our audit committee charter provides for the review, approval and/or ratification of related party transactions, which are those transactions required to be disclosed pursuant to Item404 of
### Director Independence
Our board of directors has determined that Scott Prochazka, Jonathan Silver and June Yearwood are independent directors as defined in the NYSE listing standards and applicable SEC rules.
Item14.
Audit Fees
During the period from July31, 2020 (inception) through December31, 2020, fees for our independent registered public accounting firm were approximately $60,770 for the services Withum performed in connection with our Initial Public Offering and the audit of our December31, 2020 financial statements included in this Annual Report on Form
10-K/A.
### Audit-Related Fees.
During the period from July31, 2020 (inception) through December31, 2020, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements.
Tax Fees
During the period from July31, 2020 (inception) through December31, 2020, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning.
### All Other Fees
During the period from July31, 2020 (inception) through December31, 2020, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.
Pre-Approval
### Policy
PART IV.
Item15.<|endoftext|>### EXPLANATORY NOTE
Agilysys, Inc. (the Company, we, us or our) is filing this Amendment No. 1 on Form 10-K/A (this Amendment) to amend our Annual Report on Form 10-K for the year ended March 31, 2021, originally filed with the Securities and Exchange Commission (the SEC) on May 21, 2021 (the Original Filing), to include the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. We are filing this Amendment to include Part III information in our Form 10-K because a definitive proxy statement containing such information will not be filed by the Company within 120 days after the end of the fiscal year covered by the Form 10-K. The reference on the cover of the Original Filing to the incorporation by reference to portions of our definitive proxy statement into Part III of the Original Filing is hereby deleted.
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), Part III, Items 10 through 14 of the Original Filing are hereby amended and restated in their entirety, and Part IV, Item 15 of the Original Filing is hereby amended and restated in its entirety, with the only changes being the addition of Exhibits 31.4, 31.5 and 31.6 filed herewith and related footnotes. Except as described above, this Amendment No. 1 does not amend or otherwise update any other information in the Original Filing and does not purport to reflect any information or events subsequent to the filing thereof. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.
PART III
### ITEM 10.
ITEM 11.
### Executive Compensation
ITEM 12.
### ITEM 13.
ITEM 14.
PART IV
ITEM 15.<|endoftext|>### EXPLANATORY NOTE
The signed consent of Pricewaterhouse Coopers LLP, the Companys independent registered public accounting firm, was delivered prior to the filing of the Form 10-K for the year ended January 31, 2021, originally filed on March 30, 2021 (the Original Filing); however, the consent was inadvertently omitted from the version of the consent filed via EDGAR. This amendment is being filed to include the consent.
Pursuant to Rule12b-15under theSecurities Exchange Act of 1934, as amended, this Form 10-K/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items307and308ofRegulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.
Except as expressly set forth in this Form 10-K/A, no other changes have been made to the Original Filing, and this Form 10-K/A does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Form 10-K/A does not reflect events that may have occurred subsequent to the filing date of the Original Filing.
Item 15.
(a) The following documents are filed or furnished as part of this Form 10K/A:
(1)Exhibits filed as part of this Form 10-K/A
### Exhibit Number
Exhibit Title
Form
### File Number
Exhibit
Filing Date
23.1
31.3
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(2)Exhibits filed, furnished, or incorporated by reference with the Original Filing and this Form 10-K/A
________________
* Filed herewith.
# Indicates a management contract or compensatory plan or arrangement
Previously furnished with the Original Filing.<|endoftext|>### EXPLANATORY NOTE
This Amendment No.1 on Form
10-K/A
(this Amendment) to the Annual Report on Form
10-K of APi Group Corporation (the Company) for the fiscal year ended December31, 2020, initially filed with the Securities and Exchange Commission (SEC) on March24, 2021 (the Original Filing), is being filed to correct an administrative error in the Original Filing. The Original Filing did not include the correct date of the Consent of Independent Registered Public Accounting Firm of KPMG LLP (the Auditor Consent), filed as an exhibit to the Original Filing.
This Amendment is being filed solely to correct the date within the Auditor Consent. This Amendment includes Item 15 of Part IV of the Original Filing that includes (i)the corrected Auditor Consent and (ii)as required by Rule
12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), new certifications by the Companys principal executive officer and principal financial officer pursuant to Rule
13a-14(a) or
15d-14(a) of the Exchange Act. As no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 or 308 of Regulation
S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. The Company is not including certifications pursuant to Section1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.
Except for the foregoing amended information, this Amendment does not amend or update any other information contained in the Original Filing. This Amendment does not reflect events occurring after the filing of the Form
10-K
(i.e., occurring after March24, 2021) or modify or update those disclosures that may be affected by subsequent events. Therefore, this Amendment should be read together with other documents that the Company has filed with the SEC subsequent to the filing of the Original Filing. Information in such reports and documents updates and supersedes certain information contained in the Original Filing.
PART IV<|endoftext|>### EXPLANATORY NOTE
Churchill Capital Corp V (the Company, we, our or us) is filing this Annual Report on Form10-K/A (Amendment No.1 or the Amendment), or this Annual Report, to amend our Annual Report on
Form10-K for the period ended December31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March31, 2021 (the Original Filing), to restate our financial statements for the period ended December31, 2020. We are also restating the financial statement as of August3, 2020 and as of and for the period ended September30, 2020 (collectively, the Original Financial Statements), in the accompanying financial statements included in this Annual Report.
### Restatement Background
On April12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a public statement (the SEC Warrant Accounting Statement) on accounting and reporting considerations for warrants issued by special purpose acquisition companies (SPACs).
As a result, on May 20, 2021, the Company's management and the Audit Committee of the Company's board of directors (the "Audit Committee"), after consultation with management and a discussion with Marcum LLP, the Company's independent registered public accounting firm (the "Independent Accounting Firm"), concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.
In connection with the restatement, the Company's management has re-evaluated the effectiveness of the Company's disclosure controls and procedures and internal control over financial reporting as of December31, 2020. The Company's management has concluded that the Company's disclosure controls and procedures and internal control over financial reporting were not effective as of December31, 2020, due to a material weakness in internal controls over financial reporting solely related to the accounting for warrants described above.
PartII Item 7.
PartII Item 8.
PartII Item 9A. Controls and Procedures.
PartIV Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
We have revised information in the following items of this annual report:
The exhibits index under Item 15(b) of the annual report on Form 10-K for the year ended May 31, 2021, filed with the Commission by MJ Harvest, Inc. (the Company) on September 13, 2021 (the Original Form 10-K) inadvertently failed to incorporate by reference material agreements previously filed with the Companys report on Form 8-K on March 26, 2021. The purpose of this amendment is to include Exhibits 10.5 and 10.6 to the exhibits table.
This Amendment No. 1 continues to speak as of the date of the Original Form 10-K, and the Company has not updated or amended the disclosures contained in the amended items to reflect events that have occurred since the filing of the Original Form 10-K, or modified or updated those disclosures in any way other than as described in the preceding paragraph. 1 should be read in conjunction with the Companys filings made with the Commission subsequent to the filing of the Original Form 10-K.
### PART IV
Item 15.
(a) Financial Statements
The following financial statements are included with this report:
(b)Exhibits
(1)
Incorporated by reference to Exhibits 3.1, 3.2, 10.1 and 10.2 of the Companys Form S-1 Registration Statement which was declared effective on January 9, 2020.
(2)
Incorporated by reference to Exhibit 10.1 and 10.2 of the Companys current report on Form 8-K dated March 30, 2021.
(3)
Incorporated by reference to exhibits of the Companys report on Form 8-K filed on March 26, 2021.
(4)
Incorporated by reference to exhibits of the Companys annual report on Form 10-K filed on September 13, 2021.
(5)
XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document. These files will be added by amendment.
[<|endoftext|>Coherent, Inc. (we, us, our, Company, or Coherent) is filing this Amendment No. 1 on Form 10-K/A (Amendment No. 1) to amend our
Annual Report on Form 10-K for the fiscal year ended October 3, 2020
(Original Filing), originally filed with the U.S. Securities and Exchange Commission (SEC) on December 1, 2020 (Original Filing Date), solely to include the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from our definitive proxy statement if such proxy statement is filed no later than 120 days after our fiscal year-end. 1 to include the Part III information in our Form 10-K because we will not file a definitive proxy statement containing such information within 120 days after the end of the fiscal year covered by the Original Filing. The reference on the cover page of the Original Filing to the incorporation by reference to portions of our definitive proxy statement into Part III of the Original Filing has been deleted. This Amendment No. 1 hereby amends and restates in its entirety the cover page and Items 10 through 14 of Part III of the Original Filing.
Pursuant to Rule 12b-15 under the Exchange Act, this Amendment No. 1 also contains new certifications by the principal executive officer and the principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15 of Part IV is amended to include the currently dated certifications as exhibits.
Except as expressly noted in this Amendment No. 1, this Amendment No. 1 does not reflect events that may have occurred subsequent to the Original Filing Date or modify or otherwise update any other disclosures contained in the Original Filing, including, without limitation, the financial statements. 1 should be read in conjunction with the Original Filing.
PART III
ITEM 10.
ITEM 11.
### EXECUTIVE COMPENSATION
ITEM 12.
ITEM 13.
ITEM 14.
PART IV
ITEM 15.<|endoftext|>Portions of the registrants definitive Proxy Statement relating to the registrants 2021 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days following the end of the Companys fiscal year, are incorporated by reference in Part III of this Annual Report on Form 10-K as indicated herein.
EXPLANATORY NOTE
Newtek Business Services Corp., or together with its subsidiaries, where applicable, the Company, which may also be referred to as we, us or our, is filing this Amendment No. 1 (the Amendment) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 29, 2021 (the Form 10-K),
1 on Form 10-K/A (the Amendment) to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was originally filed with the Securities and Exchange Commission on March 29, 2021 (the Original Filing), is to include the following exhibit:
### Exhibit
Number
Description
23.2Consent of the Independent Registered Public Accounting Firm with respect to Newtek Merchant Solutions, LLC
The auditors consent for Newtek Merchant Solutions, LLC was inadvertently omitted in the Original Filing. The sole purpose of this Amendment is to correct this inadvertent omission of the consent from the Original Filing.
PART IV
ITEM15.
(a)(3)Exhibits.
The following exhibits are filed as part of this Amendment to the Annual Report on Form 10-K:
### Number
Description
23.2
Consent of Independent Registered Public Accounting Firm with respect to Newtek Merchant Solutions, LLC and Subsidiaries filed herewith.
31.1
Certification by Principal Executive Officer required by Rule 13a-14 under the Securities Exchange Act of 1934, as amended, furnished herewith.
31.2
Certification by Principal Financial Officer required by Rule 13a-14 under the Securities Exchange Act of 1934, as amended, furnished herewith.
32.1
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith.
32.2
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith.<|endoftext|>Calculated as U.S. GAAP income tax provision or benefit plus adjusted tax expense and adjusted income tax provision. Adjusted earnings before income taxes would have been calculated as U.S. GAAP earnings before income taxes plus the total amount of pre-tax non-GAAP adjustments in reconciling U.S. GAAP net earnings to adjusted net earnings as described below.
### Adjusted Interest Expense
Mylan would have calculated adjusted interest expense as U.S. GAAP interest expense less interest expense related to clean energy investments, accretion of contingent consideration liabilities, restructuring and related costs, and other special items.
Adjusted Net Earnings
Mylan would have calculated adjusted net earnings by adding or deducting acquisition activity and other significant event activity to U.S. GAAP net earnings. Activity historically considered in this calculation includes purchase accounting related amortization, net litigation settlements and other contingencies, interest expense (primarily relating to clean energy financing and accretion of contingent consideration), clean energy investments pre-tax loss, acquisition related costs, restructuring related costs, share-based compensation expense, and other special items. This calculation also considers the tax effect of the previously mentioned items.
A-2
### Adjusted
Pre-Tax
Income
Mylan would have calculated adjusted pre-tax income as adjusted net earnings (as described above) plus or minus the U.S. GAAP reported income tax benefit or provision and the tax effect of non-GAAP adjustments and other income tax related items.
### Reconciliation of Viatris Adjusted EBITDA
Viatris intends to calculate adjusted EBITDA for purposes of its 2021 annual incentive program in the same manner as Viatris publicly reports adjusted EBITDA, except that the calculation for the incentive program will utilize budgeted foreign exchange rates. See
Reconciliation of U.S. GAAP Net Earnings to EBITDA and Adjusted EBITDA on pages
65-66 of the Original Filing for a reconciliation of Viatris U.S. GAAP net (loss) earnings to EBITDA and adjusted EBITDA for the twelve months ended December31, 2020.
A-3<|endoftext|>Exhibit No.
Document
10.14
The Simply Good Foods Executive Severance Compensation Plan, dated July 23, 2018 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 27, 2018).
10.15
Form of Executive Severance Compensation Plan, Tier I Participation Agreement, dated July 23, 2018 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on July 27, 2018).
10.16
First Amendment to Amended and Restated Employment Agreement, dated October 16, 2019, between The Simply Good Foods Company and Joseph E. Scalzo. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on October 18, 2019)
10.17
Employment Agreement, dated November5, 2019, between Quest Nutrition, LLC and David Ritterbush (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K (File No. 001-38115) filed on November 7, 2019).
10.18
2017 Omnibus Incentive Plan, as amended from time to time Policy Regarding Treatment of Awards in the Event of an Awardees Retirement (incorporated by reference to Exhibit 10.18 to our Annual Report on Form 10-K filed on October 28, 2020).
21.1
Subsidiaries of The Simply Good Foods Company (incorporated by reference to Exhibit 21.1 to our Annual Report on Form 10-K filed on October 28, 2020).
23.1
23.2
Consent of Ernst & Young LLP.
31.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act.
101.INS
XBRL Instance Document
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).
____________________
(a)
Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
And reviews of financial statements included in our interim filings on Form 10-Q, as well as statutory audit fees related to our wholly-owned foreign subsidiaries. In accordance with the policy on Audit Committee pre-approval, 100% of audit services provided by the independent registered public accounting firm are pre-approved.
(2)
Represents, for 2020, fees billed for audit services in connection with the acquisition of Chef Software, Inc. and fees billed for audit services in connection with the implementation of Accounting Standards Update No. 2016-02,
Leases (Topic 842), and for 2019, fees billed for audit services in connection with the acquisition of Ipswitch, Inc. ("Ipswitch") and implementation review of our new financial systems platform. In accordance with the policy on Audit Committee pre-approval, 100% of audit-related services provided by the independent registered public accounting firm are pre-approved.
(3)
Includes fees primarily for tax services. In accordance with the policy on Audit Committee pre-approval, 100% of tax services provided by the independent registered public accounting firm are pre-approved.
-72-
The Audit Committee is responsible for appointing, setting compensation, and overseeing the work of our independent registered public accounting firm. The Audit Committee has established a policy regarding pre-approval of all audit and permissible non-audit services provided by the independent registered public accounting firm.
Requests for specific services by the independent registered public accounting firm which comply with the auditor services policy are reviewed by our Finance, Tax, and Internal Audit departments. Requests approved internally are aggregated and submitted to the Audit Committee in one of the following ways:
Request for approval of services at a meeting of the Audit Committee;or
Request for approval of services by the Chairman of the Audit Committee and then the approval by the full committee at the next meeting of the Audit Committee.
The request may be made with respect to either specific services or a type of service for predictable or recurring services.
-73-
### PART IV
Item15.<|endoftext|>The purpose of this Amendment to the Annual Report on Form 10-K for the Fiscal Year ended June 30, 2019 of PHI Group, Inc. (the Company or Registrant) filed with the Securities and Exchange Commission on March 11, 2021 (the Form 10-K/A No. 2) is to correct and replace the Auditors Report regarding the Companys financial statements in said Form 10-K. No other changes have been made to the Form 10-K filed on March 11, 2021, except those that were disclosed in Form 10-K/A filed with the Securities and Exchange Commission on March 18, 2021.
### ITEM 15. EXHIBITS
31.1 31.2
Certifications in Accordance with Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
### MS MADHAVA RAO
18115 Topham St., Tarzana, CA 91335
PHI Group Inc.
2323 Main Street,
### Irvine, CA 92614
(the Company) as of June 30, 2019, the related statements of operations, changes in shareholders deficit and the related notes (collectively referred to as the financial statements). The financial statements of the Company for the year ended June 30, 2018 were audited by other auditors, whose report, dated October 12, 2018 expressed an unqualified opinion on those financial statements. Our opinion, in so far as it relates to the year end June 30, 2018, is based solely on the report of other auditors. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2019, and the results of its operations and its cash flows for the period June 30, 2019, in conformity with accounting principles generally accepted in the United States of America.
### Basis for Opinion
The Company has an accumulated deficit of $42,688,547 and had a negative cash flow from operations amounting to $244,324 for the year ended June 30, 2019. These factors as discussed in Note 22 of the financial statements raise substantial doubt about the Companys ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 22.
### Critical Audit Matters
There are no critical audit matters.
### M. S. Madhava Rao
M.S. Madhava Rao
Chartered Accountant
### Bangalore, India
April 15, 2021<|endoftext|>Adopted a Plan of Conversion and Reorganization (the Plan). Pursuant to the Plan, 1895 Bancorp of Wisconsin, MHC will convert from the mutual holding company form of organization to the fully public form. 1895 Bancorp of Wisconsin, MHC will be merged into , and 1895 Bancorp of Wisconsin, MHC will no longer exist. will then merge into a new Maryland corporation, also named As part of the conversion, 1895 Bancorp of Wisconsin, MHCs ownership interest in will be offered for sale in a public offering. The existing publicly held shares of , which represent the remaining ownership interest in , will be exchanged for new shares of common stock of the new Maryland corporation.
The Plan provides for the establishment, upon the completion of the conversion, of special liquidation accounts for the benefit of certain depositors of the Bank in an amount equal to 1895 Bancorp of Wisconsin, MHCs ownership interest in the equity of as of the date of the latest balance sheet contained in the prospectus plus the value of the net assets of 1895 Bancorp of Wisconsin, MHC as of the date of the latest statement of financial condition of 1895 Bancorp of Wisconsin, MHC prior to the consummation of the conversion (excluding its ownership of ). The liquidation accounts will be reduced annually to the extent that eligible account holders have reduced their qualifying deposits. Direct costs of the conversion and public offering will be deferred and reduce the proceeds from the shares sold in the public offering.
The current Coronavirus pandemic has continued to have an economic impact on the United States and the international community. While the Company has not experienced a material adverse impact as of the date of these financial statements, the future impact, if any, cannot be determined.
Management has reviewed the Companys operations for potential disclosure or financial statement impacts related to events occurring after December31, 2020, but prior to the release of these consolidated financial statements. Based on the results of this review, no other subsequent event disclosures or financial statement impacts to these consolidated financial statements are required.<|endoftext|>A summary of fees paid or to be paid to PricewaterhouseCoopers LLP (PwC) for services rendered over the prior two fiscal years.
(1) Audit fees are the aggregate fees bills or expected to be billed for each of fiscal 2020 and 2019 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of quarterly financial statements for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
(2) Audit-related fees are the aggregate fees bills or expected to be billed for each of fiscal 2020 and 2019 for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements.
(3) All other fees are the aggregate fees bills or expected to be billed for each of fiscal 2020 and 2019 for products and services provided by the principal accountant, including a subscription fee for access to PwCs professional literature guide online.
### Pre-Approval Policy
The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy, under which the Audit Committee annually reviews and pre-approves the services that are expected to be provided by the outside auditor. Any engagement to provide audit or non-audit services that has not been pre-approved through that process must be specifically pre-approved by the Audit Committee if it is to be provided by the outside auditor. All of the services provided by PwC to us since their appointment were pre-approved by the Audit Committee.
PART IV
Item 15.
(a) The following documents were filed as a part of the Original Filing beginning on page F-1:
1.
Statements of Changes in Stockholders Equity for the years ended December 31, 2020 and 2019
2.
3. Exhibits
(b) Exhibits
EXHIBIT INDEX
*
Filed herewith.
**
***
Previously furnished with the Original Filing.
^
+
Certain schedules to or portions of this Exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of all omitted schedules to the SEC upon request.<|endoftext|>### EXPLANATORY NOTE
1 to the Annual Report on Form 10-K to we, us, the Company or our company are to NextGen Acquisition Corporation unless the context otherwise indicates.
This Amendment No. 1 (Amendment No. 1) to the Annual Report on Form 10-K/A amends the Annual Report on Form 10-K of NextGen Acquisition Corporation for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission (the SEC) on March 31, 2021 (the Original Filing).
Since issuance on October 9, 2020, our warrants were accounted for as equity within our balance sheet.
As a result of the foregoing, on May 12, 2021, our audit committee, in consultation with our management, concluded that our previously issued financial statements as of December 31, 2020 and for the period from July 29, 2020 (inception) through December 31, 2020 (collectively, the Affected Periods) should be restated because of a misapplication in the guidance around accounting for our outstanding warrants to purchase Class A ordinary shares (the Warrants) and should no longer be relied upon.
(ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with our historical interpretation of the specific provisions within its warrant agreement and our application of ASC 815-40 to the warrant agreement. We reassessed our accounting for the Warrants issued on October 9, 2020, in light of the SEC Staffs published views.
The change in accounting for the Warrants does not impact the amounts previously reported for our cash and cash equivalents, investments held in the trust account, or total cash flows from operations for any of these periods.
1 to include (i) certain restated items on the previously issued balance sheet dated as of October 9, 2020, the date that the IPO closed, that were previously reported on a Current Report on Form 8-K filed with the SEC on October 15, 2020, and (ii) restated financial statements as of December 31, 2020 and for the period from July 29, 2020 through December 31, 2020 that were previously reported on the Original Filing.
### Part I, Item 1A. Risk Factors
Part II, Item 7.
Part II, Item 8.
### Part II, Item 9.A. Controls and Procedures
Part IV, Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Directors has determined that a majority of the board consists of members who are currently independent as that term is defined under Nasdaq Listing Rule 5605(a)(2). The Board considers Wayne D. Linsley and Dr. Kevin Muoz to be independent.
The board of directors as a whole carries out the function of a nominating and corporate governance committee.
Except as may be provided in our bylaws, we do not currently have specified procedures in place pursuant to which whereby security holders may recommend nominees to the board of directors.
### ITEM 14.
Our audit committee reviewed and pre-approved audit and permissible non-audit services performed by our independent registered public accounting firm, Salberg & Company, P.A. as well as the fees for such services to ensure that the provision of such services is compatible with maintaining independence.
The following table shows the fees for services provided by Salberg & Company, P.A.
### Audit Fees:
Audit fees consist of fees billed for professional services performed by Salberg & Company, P.A. for the audit of our annual consolidated financial statements, and the review of interim consolidated financial statements.
Audit-Related Fees:
Audit related fees may consist of fees billed by our independent registered public accounting firm for audit related consulting services related to registration statements. There were no such fees incurred by the Company in the fiscal year ended December 31, 2019.
### Tax Fees:
Tax fees may consist of fees for professional services, including tax compliance.
All Other Fees:
PART IV
### ITEM 15.
(a)
(1)
### Financial Statements:
The consolidated financial statements required by this Item are included beginning at page F-1.
(1)
All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the consolidated financial statements or the notes thereto.
(b)
### Exhibits
The following documents are included as exhibits to this report.
EXHIBIT INDEX
(a)
Exhibits.
*
Filed herewith.
+
#
Portions of this exhibit (indicated by asterisks) have been redacted in compliance with RegulationS-K Item601(b)(10)(iv).<|endoftext|>### Explanatory Note
As used in this Amendment No. 1 to Form 10-K (
Amendment
), unless the context otherwise indicates, any reference to Athene, our Company, the Company, us, we and our refer to Athene Holding Ltd. together with its consolidated subsidiaries and any reference to AHL refers to Athene Holding Ltd. only.
We are amending our Annual Report on Form 10-K for the year ended December 31, 2020 (
2020 Annual Report
), as filed with the United States Securities and Exchange Commission (
SEC
) on February 19, 2021, to update Part III and include the additional information required. This amendment only includes the changes to Part III and the additional Exhibits listed in Part IV and does not reflect any events occurring after the filing of the Form 10-K.
On March 8, 2021, we entered into an Agreement and Plan of Merger (
### Merger Agreement
), by and among the Company, Apollo Global Management, Inc., a Delaware corporation (
AGM
), Tango Holdings, Inc., a Delaware corporation and a direct wholly owned subsidiary of AGM (
### HoldCo
), Blue Merger Sub, Ltd., a Bermuda exempted company and a direct wholly owned subsidiary of HoldCo (
Company Merger Sub
), and Green Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of HoldCo (
### AGM Merger Sub
). The Company and AGM have agreed, subject to the terms and conditions of the Merger Agreement, to effect an all-stock merger transaction to combine their respective businesses by: (1) AGM merging with AGM Merger Sub, with AGM surviving such merger as a direct wholly owned subsidiary of HoldCo (
AGM Merger
), (2) the Company merging with Company Merger Sub, with the Company surviving such merger as a direct, wholly owned subsidiary of HoldCo (
### Company Merger and, together with the AGM Merger,
Mergers
), and (3) as of the effective time of the Mergers (
### Effective Time
), changing the name of HoldCo to be Apollo Global Management, Inc.
Due to the proposed Mergers, we expect to delay our 2021 annual general meeting of shareholders until a later date to be announced.
### PART III
Item 10.
Item 11.
### Executive Compensation
Item 12.
### Item 13.
Item 14.
PART IV
Item 15.<|endoftext|>A definitive agreement for a proposed business combination and on a requirement that such initial business combination is approved by a majority of our board and a majority of the independent directors of our board.
The forward purchase agreements provide that each forward purchase party is entitled to certain registration rights with respect to its forward purchase shares. Each forward purchase partys commitment to purchase shares pursuant to the forward purchase agreements is intended to provide us with a minimum funding level for our initial business combination. The proceeds from the sale of the forward purchase shares may be used as part of the consideration to the sellers in the initial business combination, expenses in connection with our initial business combination or for working capital in the post-transaction company. Subject to the conditions in the forward purchase agreements, the purchase of the forward purchase shares will be a binding obligation of each forward purchase party, regardless of whether any ClassA ordinary shares are redeemed by our public shareholders in connection with our initial business combination.
In addition, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
### Related Party Loans
On June10, 2020, the sponsor agreed to loan the company up to $300,000 to be used for the payment of costs related to the initial public offering pursuant to the Note. The Note is non-interest bearing, unsecured and due on the earlier of December31, 2020 or the closing of the initial public offering. The company fully repaid the Note from the proceeds of the initial public offering not being placed in the trust account on August17, 2020.
The company has agreed to pay the sponsor a total of $25,000 per month for office space, utilities, secretarial and administrative support services.
ITEM14.
(1)
Audit Fees.
(2)
Audit-Related Fees.
(3)
Tax Fees.
(4)
All Other Fees.
### Policy on Board
### Non-Audit
PART IV
ITEM15.
(a)
(1)
### Financial Statements
(2)
(3)
### Exhibits
Item15.<|endoftext|>And Chairman. Additionally, $2,000 of expense was paid by the CEO on behalf of the Company. The note was unsecured, with no stated interest rate and is due on demand. During the year ended December 31, 2018, $2,237 was repaid resulting in a balance as of period end of $69,788.
During the year ended December 31, 2018, the Company paid $36,000 of consulting fees to a company controlled by Mr. Trapasso in connection with Mr. Trapassos work as an employee. The Company paid $18,000 prior to Mr. Trapassos appointment to the Board.
At closing of the Layer Six transaction on September 18, 2018, the Company, in connection with the WW Asset Purchase Agreements with WW: (i) issued Mr. Bartholomew 72,443,182 shares of our common stock with a fair value of $3,803,267.06
A company controlled by Mr. Sosville will receive total payments of $500,000 for his representation of the WW Owners in the Layer Six transaction. The Company will pay a total of $100,000 of this amount directly, with $20,000 having been paid at closing, and an additional $10,000 having been paid through December 31, 2018. The remaining $400,000 will be paid by the WW Owners which includes Messrs. Lindauer and Bartholomew. Subsequent to December 31, 2018, the Company paid an additional $19,500 to a company controlled by Mr. Sosville.
As part of the asset purchase transaction with Infusionz, a company controlled by Mr. Sosville will be paid a fee of $150,000 for his representation of the sellers of Infusionz.
Item 14.
### Audit Fees
The aggregate fees billed by our independent registered public accounting firm, for professional services rendered for the audit of our annual financial statements for the years ended December 31, 2019 and 2018, including review of our interim financial statements were $53,300 and $ 8,800, respectively.
Audit Related Fees
We incurred fees to our independent registered public accounting firm of $0 and $0 for audit related fees during the fiscal years ended December 31, 2019 and 2018, respectively, which related to filings with the SEC.
### Tax and Other Fees
We incurred fees to our independent registered public accounting firm of $0 for tax and fees during the fiscal years ended December 31, 2019 and 2018.
PART IV
Item 15.<|endoftext|>Inspired Entertainment, Inc. 1 on Form 10-K/A (the Amendment) to amend and restate certain items in its Annual Report on Form 10-K as of December 31, 2020, and December 31, 2019, and for the years ended December 31, 2020, and December 31, 2019, originally filed with the U.S. Securities and Exchange Commission (the SEC) on March 29, 2021 (the Original 10-K).
On May 7, 2021, after consultation with Marcum LLP, the Companys independent registered public accounting firm (the Independent Accountants), the Companys management and the audit committee of the Companys Board of Directors (the Audit Committee) concluded that it is appropriate to restate the Companys previously issued audited financial statements as of December 31, 2020, and December 31, 2019, and for the years ended December 31, 2020, and December 31, 2019 (the Relevant Periods), which were included in the Original 10-K.
### Fair Value Measurement
Effects of Restatement
As a result of the factors described above, the Company has included in this Amendment restated financial statements as of December 31, 2020 and December 31, 2019, and for the years ended December 31, 2020, and December 31, 2019, that were previously reported on the Original 10-K, to restate the following non-cash items: overstatement of additional paid in capital by $26.0 million as of January 1, 2019, December 31, 2019, and December 31, 2020, respectively; overstatement of accumulated deficit by $20.3 million, $16.2 million and $13.0 million as of January 1, 2019, December 31, 2019, and December 31, 2020, respectively; understatement of net loss by $4.1 million and $3.2 million for the years ended December 31, 2019, and December 31, 2020, respectively; understatement of basic and diluted net loss per common share of $0.19 and $0.15 for the years ended December 31, 2019, and December 31, 2020, respectively.
Other Amendments
We have also taken the opportunity to update for minor discrepancies in KPIs, unit counts and our liquidity and capital resources discussion in Part II, Item 7.
### Items Amended
The following items are amended in this Amendment: (i) Part I, Item 1. Business; (ii) Part II, Item 7. (iii) Part II, Item 9A. Controls and Procedures; and (iv) Part IV, Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Longer owns any Registrable Securities.
### Employees
Mr. Troy Owens, brother of Mr. Matthew R. Owens, our President and Chief Operating Officer, is employed by us as an engineer. Consistent with market compensation for his services, Mr. Troy Owens received approximately $0.3 million in aggregate cash compensation relating to the fiscal year ended December 31, 2020. In addition, Mr. Troy Owens received certain long-term incentives during the same period in the form of restricted stock units that vest over a period of three years.
ITEM14.
The audit of the Companys consolidated financial statements for the fiscal year ended December 31, 2020, was completed by PwC on March18, 2021. The Audit Committee has the sole authority and responsibility to retain, evaluate and replace the Companys auditors.
### Audit and Other Fees
The table below sets forth the aggregate fees billed by PwC, the Companys independent registered public accounting firm, for the last two fiscal years:
___________________________
(1) Audit fees consist of the aggregate fees billed for professional services rendered for (a) the audit of our annual financial statements included in our Annual Report on Form 10-K and a review of financial statements included in our Quarterly Reports on Form 10-Q, (b) the filing of our registration statements for equity securities offerings, (c) the audit of the annual stand-alone financial statements of our subsidiary, (d) services that are normally provided in connection with statutory and regulatory filings or engagements for those years and (e) accounting consultations.
The charter of the Audit Committee and its pre-approval policy require that the Audit Committee review and pre-approve the plan and scope of PwCs audit, audit-related, tax and other services. For the year ended December 31, 2020, the Audit Committee pre-approved 100% of the services described above.
ITEM 15.
(a)Documents Filed With This Report
1. Consolidated Financial Statements: Previously included in the Original Filing.
2. Consolidated Financial Statement Schedule: Financial statement schedules have been omitted because they are either not required, not applicable, or the information is otherwise included in the Original Filing.
3. Exhibits.<|endoftext|>None.
### EXPLANATORY NOTE
Enochian BioSciences, Inc. (the Registrant, and together with its wholly owned subsidiaries, Enochian Biopharma, Inc., a Delaware corporation (Enochian Biopharma), Enochian Biosciences Denmark ApS, a Danish limited company (Enochian Denmark) and Enochian Technologies, Inc. a Nevada corporation (Enochian Technologies), the Company, we, us or our) is filing this Amendment No. 1 on Form 10-K/A (this Amendment) to its Annual Report on Form 10-K for the fiscal year ended June 30, 2021 (the Original Filing), which was originally filed with the Securities and Exchange Commission (the SEC) on September 24, 2021, solely to include the information required in Part III (Items 10 through 14) of Form 10-K. In addition, we are amending Item 15 of Part IV, (i) to include Exhibit 21.1 Subsidiaries, which was inadvertently omitted from the Original Filing as a result of administrative error and (ii) to include new certifications by our Chief Executive Officer and Chief Financial Officer as Exhibits 31.1 and 31.2 hereto, as required by Section 302 of the Sarbanes-Oxley Act of 2002, as amended, in accordance with Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended (the Exchange Act). However, because no financial statements are contained within this Amendment, we are not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.
Except as specifically described above, no other changes have been made to the Original Filing. In order to preserve the nature and character of the disclosures in the Original Filing, except as specifically discussed in this Amendment, no attempt has been made to modify or update such disclosures for events, which occurred subsequent to the Original Filing. Accordingly, this Amendment should be read in conjunction with the Companys subsequent filings with the SEC. Among other things, forward-looking statements made in the Original Filing have not been revised to reflect events that occurred or facts that became known to us after the filing of the Original Filing, and such forward-looking statements should be read in their historical context.
Page
### PART III
Item 10.
Item 11. Executive Compensation
Item 12.
### Item 14.
Item 15.<|endoftext|>September 4, 2018, between CHS Capital, LLC and the buyer under the Framework Agreement, including Annex I thereto (and as amended thereby) (Incorporated by reference to our Form 10-K for the year ended August 31, 2018, filed December 3, 2018).
10.27A
Amendment No. 1 to 1996 SIFMA Master Repurchase Agreement, dated as of June 26, 2020, between CHS Capital, LLC, as seller, CHS Inc., as guarantor, and MUFG Bank Ltd., as buyer. (*)
10.28
Guaranty, dated as of September 4, 2018, by CHS Inc. in favor of the buyer under the Framework Agreement (Incorporated by reference to our Form 10-K for the year ended August 31, 2018, filed December 3, 2018).
10.29
CHS Inc. Strategic Leadership Team 2018 Retention Award Document. (Incorporated by reference to our Form 10-Q for the quarterly period ended February 28, 2019, filed April 3, 2019). (+)
10.29A
Description of Amendment to the CHS Strategic Leadership Team 2018 Retention Award Document
(*)
(+)
10.30
Letter Agreement, dated as of July 26, 2019, by and between Timothy N. Skidmore and CHS Inc. (Incorporated by reference to our Current Report on Form 8-K, filed July 29, 2019). (+)
10.31
Letter Agreement, dated January 7, 2020, between CHS Inc. and Olivia Nelligan (Incorporated by reference to our Current Report on Form 8-K, filed January 21, 2020). (+)
21.1
(*)
23.1
(*)
23.2
(***)
24.1
Power of Attorney. (*)
31.1
(*)
31.2
(*)
31.3
(***)
31.4
(***)
32.1
(*)
32.2
(*)
32.3
(***)
32.4
(***)
99.1
CF Nitrogen consolidated financial statements as of
### December 31, 2020 and
, and for the three years ended December 3
1, 2020
; and Independent Registered Public Accounting Firm
' s
Report for the three years ended December 31, 2020
,
(***)
101.SCH
(***)
101.CAL
(***)
101.DEF
(***)
101.LAB
(***)
101.PRE
(***)
(*) Filed with the Original Form 10-K on November 5, 2020, incorporated herein by reference.
(**) Portions of Exhibits 2.1 and 10.17 have been omitted pursuant to a confidential treatment order under the Exchange Act.
(***) Filed herewith.
(+) Indicates management contract or compensatory plan or agreement.
(b)
### EXHIBITS
The exhibits shown in Item 15(a)(3) of this Amendment are being filed herewith.
(c)
### SCHEDULES
None.<|endoftext|>### EXPLANATORY NOTE
This Amendment No. 1 to Form 10-K (this Amendment No.1 or Form 10-K/A) is being filed to amend the Annual Report on Form 10-K for the fiscal year ended December 31, 2020, of W. R. Grace & Co., a Delaware corporation, originally filed February 26, 2021, with the United States Securities and Exchange Commission, or the SEC (the Original Filing). 1 to include in the Original Filing the information required by Part III (Items 10, 11, 12, 13, and 14) of Form 10-K. This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information required by such items of Part III of Form 10-K to be incorporated into by reference from a registrants definitive proxy statement, if such definitive proxy statement is filed with the SEC not later than 120 days after the end of the registrants fiscal year covered by such Form 10-K. 1 to include Part III information in the Original Filing because we will not file a definitive proxy statement within such 120-day period.
Part III (Items 10, 11, 12, 13 and 14) of the Original Filing is hereby deleted in its entirety and replaced with the following Part III set forth below, and Item 15 of Part IV of the Original Filing is being amended to add new exhibits, including certifications. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto as Exhibit 31(i).3 and Exhibit 31(i).4, respectively. Because no financial statements are included in this Amendment No. 1 and this Amendment No. Also, we are not including the certifications under Section 906 of Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment No. 1.
1 should be read in conjunction with the Original Filing and our other filings with the SEC. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events that occurred at a date subsequent to the filing of the Original Filing.
EXPLANATORY NOTE
### PART III
Item10.
Item11.
### Executive Compensation
Item12.
### Item13.
Item14.
PART IV
Item15.<|endoftext|>Years ending March 31 for our sole officer.
We have no employment agreements with our sole officer. We do not contemplate entering into any employment agreements until such time as we begin profitable operations.
Further, no compensation has been paid subsequent to March 31, 2017.
There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our sole officer and director other than as described herein.
The sole member of our board of directors is not compensated for his services as a director. The board has not implemented a plan to award options to our directors. There are no contractual arrangements with our sole director. We have no directors service contracts. The following table sets forth compensation paid to our sole director for the years ended March 31, 2016 and 2017. Since that time we have not paid any compensation to Mr. Nagy either as an executive officer or as a director.
Director Compensation Table
Indemnification
Regarding indemnification for liabilities arising under the Securities Act of 1933, as amended, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND RELATED STOCKHOLDER MATTERS
The following table sets forth the total number of shares owned beneficially by our directors, officers and key employees, individually and as a group, and present owners of 5% or more of our total outstanding shares of 782,274,000. The table also reflects what their ownership will be assuming completion of the sale of all shares in our public offering. The stockholders listed below have direct ownership of their shares and possesses sole voting and dispositive power with respect to the shares.
ITEM 13.
Since the fiscal year ended March 31, 2017, Zoltan Nagy, CEO and Director, has advanced the Company funds to pay for general operating expenses. As of March 31, 2017 and 2016, $62,759 and $51,458, respectively, is due to Mr. Nagy. The amount due is unsecured, non-interest bearing and due on demand.
### ITEM 14.
PART IV
ITEM 15. EXHIBITS | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
And among Dragoneer Growth Opportunities Corp., Chariot Opportunity Merger Sub, Inc. and Cypress Holdings, Inc. (1)
3.1
Amended and Restated Memorandum and Articles of Association (2)
4.1
Warrant Agreement between Continental Stock Transfer& Trust Company and the Company (2)
4.2
Form of Specimen Unit Certificate. (incorporated by reference to Exhibit 4.1 to the amendment to the Companys Form
No.333-240078)).
4.3
Form of Specimen Class A Ordinary Share Certificate.
No. 333-240078)).
4.4
Form of Warrant Certificate.
No.333-240078)).
4.5
Description of Registrants Securities (3).
10.1
Private Placement Warrants Purchase Agreement between the Company and Dragoneer Growth Opportunities Holdings (2)
10.2
Investment Management Trust Account Agreement between Continental Stock Transfer& Trust Company and the Company (2)
10.3
Registration and Shareholder Rights Agreement between the Company and certain security holders (2)
10.4
Letter Agreement between the Company, Dragoneer Growth Opportunities Holdings and each of the officers and directors of the Company (2)
10.5
Forward Purchase Agreement between the Company and Dragoneer Funding LLC (2)
10.6
Form of Indemnity Agreement, dated August 13, 2020, between the Company and each of the officers and directors of the Company (2)
10.7
Sponsor Letter Agreement (1)
10.8
Form of Subscription Agreement (1)
10.9
Form of Transaction Agreement (1)
10.10
Amended and Restated Registration and Shareholder Rights Agreement (1)
10.11
Promissory Note, dated January 19, 2021, issued by Dragoneer Growth Opportunities Corp. to Dragoneer Growth Opportunities Holdings (previously filed as an exhibit to our Current Report on Form
8-K filed on January 22, 2021 and incorporated by reference herein).
31.1*
13a-14(a) and
31.2*
13a-14(a) and
32.1**
32.2**
101.INS*
XBRL Instance Document.
101.SCH*
101.CAL*
101.DEF*
101.LAB*
101.PRE*
*
Filed herewith.
**
Furnished herewith
(1)
8-K filed on February3, 2021 and incorporated by reference herein.
(2)
8-K filed on August19, 2020 and incorporated by reference herein.
(3)
Previously filed as an exhibit to our Annual Report on Form 10-K filed on March 29, 2021 and incorporated by reference herein.
ITEM16.
FORM
10-K
### SUMMARY
None.<|endoftext|>### To the Board of Trustees and the Unit Owners of
North European Oil Royalty Trust
We have audited the accompanying statements of assets, liabilities and trust corpus of North European Oil Royalty Trust (the "Trust") as of October 31, 2020 and 2019, and the related statements of revenue collected and expenses paid, undistributed earnings, and changes in cash and cash equivalents, for each of the two years in the period ended October 31, 2020, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2020 and 2019, and its revenue collected and expenses paid, and changes in its cash and cash equivalents for each of the two years in the period ended October 31, 2020, in conformity with the modified cash basis of accounting described in Note 1.
### Basis for Opinion
### Basis of Accounting
As described in Note 1, these financial statements have been prepared on the modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America.
Mazars USA LLP
### We have served as the Trust's auditor since 2006
New York, NY
December 30, 2020
### PART IV
Item 15.
(a)The following is a list of the documents filed as part of this Report:
1.Financial Statements
Index to Financial Statements for the Fiscal Years Ended October 31, 2020 and 2019
2.Exhibits
The Exhibit Index following the signature page lists all exhibits filed with this Report or incorporated by reference.
### Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Trust has duly caused this Amendment No. 1 on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.
### Dated: February 24, 2021
/s/John R. Van Kirk
John R. Van Kirk, Managing Director and Principal Accounting Officer
### Exhibit Index
Exhibit
Page
(31)Certification of Chief Executive Officer and Chief Financial Officer
8 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32)Certification of Chief Executive Officer and Chief Financial Officer
10 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002<|endoftext|>This Amendment to the Annual Report on Form 10-K (the Amendment) of Intec Pharma Ltd (the Company) amends the Companys Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the Securities and Exchange Commission on March 16, 2021 (the Original Report). The sole purpose of this Amendment is to refile Exhibit 23.1 that was originally filed with the Original Report to correct an incorrect date.
This Amendment speaks as of the original filing date, does not reflect events occurring after the filing of the Original Report and does not modify or update those disclosures that may be affected by subsequent events, and noother changes are being made to any other disclosure contained in the Original Report.
This Amendment is an exhibit-only filing, and except for the changes toExhibit23.1described above, this Amendment does not otherwise update any exhibits as originally filed or previously amended. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), new certifications by the Companys principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) of the Exchange Act.
Exhibit Index
*
Filed herewith
#
Previously furnished
**
### Previously filed
Certain portions of this agreement have been omitted under a confidential treatment order pursuant to Rule 406 of the Securities Act of 1933, as amended, and Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the SEC.
+
++
The schedules to the agreement have been omitted pursuant to Item 601(a)(5) of RegulationS-K.A copy of any omitted schedule will be furnished to the SEC upon request.
Certain agreements filed as exhibits to this Annual Report contain representations and warranties that the parties thereto made to each other. These representations and warranties have been made solely for the benefit of the other parties to such agreements and may have been qualified by certain information that has been disclosed to the other parties to such agreements and that may not be reflected in such agreements. Moreover, information concerning the subject matter of any such representations and warranties may have changed since the date of such agreements.<|endoftext|>### EXPLANATORY NOTE
Prospector Capital Corp. 1 to the Annual Report on Form 10-K/A, or this Amendment, to amend our Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on March 31, 2021, or the Original Filing, to restate our financial statements as of and for the period ended December 31, 2020 included in the Companys Annual Report on Form 10-K as of and for the period ended December 31, 2020.
Background of Restatement
On uly 1, 2021, the Companys management and audit committee of the board of directors (Audit Committee) of the Company determined that the Companys financial statements which were included in the Original Filing should no longer be relied upon due to an error in such financial statements relating to the Companys accounting for an aggregate of 7,750,000 warrants issued to Prospector Sponsor LLC (the Sponsor) (such warrants, the Private Placement Warrants) as equity instead of accounting for the Private Placement Warrants as derivative liabilities.
As a result of the SEC Statement, the Company reevaluated the accounting treatment of the Private Placement Warrants.
Based on managements evaluation, the Companys audit committee, in consultation with management, concluded that the Private Placement Warrants are not indexed to the Companys ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. Accordingly, the Private Placement Warrants are required to be classified as a liability measured at fair value at inception (on the date of issuance) and at each reporting date in accordance with ASC 820,
### Fair Value Measurement
As a result of that reassessment and in light of the SEC Statement, the Companys management determined that its disclosure controls and procedures as of December31, 2020 were not effective solely as a result of its accounting for the Private Placement Warrants as components of equity instead of as derivative liabilities.
ii
The Company has not amended its Original Filing for the period affected by the restatement.
Part I Item 1A. Risk Factors.
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15.<|endoftext|>With the Commission as Exhibit 10.1 to the company's current report on Form 8-K on January 4, 2019, File No. 1-6311).
10.27+
Amendment, dated September 3, 2019, to Amended and Restated Employment Agreement with Quintin V. Kneen (filed with the Commission as Exhibit 10.9 to the company s quarterly report on Form 10-Q for the quarter ended September 30, 2019 filed on November 12, 2019, File No. 1-6311).
10.28+
Amended and Restated Employment Agreement with Samuel R. Rubio, dated and effective December 28, 2018 (filed with the Commission as Exhibit 10.5 to the company's current report on Form 8-K on January 4, 2019, File No. 1-6311).
10.29+
Form of Change of Control Agreement, entered into with certain of the company s officers (filed with the Commission as Exhibit 10.1 to the company s current report on Form 8-K on December 19, 2017, File No. 1-6311).
10.30+
Tidewater Inc. Short-Term Incentive Plan (effective for performance periods beginning January 1, 2019) (filed with the Commission as Exhibit 10.1 to the company s current report on Form 8-K on April 19, 2019, File No. 1-6311).
10.31+
Form of Retention Bonus Program Letter Agreement (entered into with certain executive officers in March 2020) (filed with the Commission as Exhibit 10.9 to the company s quarterly report on Form 10-Q for the quarter ended March 31, 2020 filed on May 11, 2020, File No. 1-6311
).
21**
Subsidiaries of the company.
23**
Consent of Independent Registered Accounting Firm Deloitte & Touche LLP
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
101.INS**
Inline XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
101.SCH**
101.CAL**
Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF**
101.LAB**
101.PRE**
*Filed herewith.
** Filed with the Original Form 10-K.
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This Amendment No. 1 on Form 10-K/A (this Amendment) amends the Annual Report on Form 10-K of CĪON Investment Corporation (the Company, we, us or our), for the fiscal year ended December 31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on March 16, 2021 (the Original Filing). This Amendment is being filed to amend and restate in its entirety Part III of the Original Filing to include the information required by and not included in Part III of the Original Filing (which was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information required by Part III of Form 10-K to be incorporated by reference in the Form 10-K from the Company's definitive proxy statement if such proxy statement is filed no later than 120 days after the end of the Company's fiscal year).
The Companys definitive proxy statement containing such information will not be filed by the Company within 120 days after the end of the
### Company's fiscal year
This Amendment is also being filed to amend and supplement Part IV, Item 15 of the Original Filing to add Exhibits 31.4, 31.5 and 31.6 filed herewith, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), and in accordance with Rule 13a-14(a) under the Exchange Act. Because no consolidated financial statements are contained within this Amendment, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.
Lastly, the cover page has been updated and amended.
, including the Companys consolidated financial statements and the notes to the consolidated financial statements
The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events that occurred at a date subsequent to the filing of the Original Filing other than as expressly indicated in this Amendment. Accordingly, this Amendment should be read in conjunction with the Original Filing and our other filings made with the SEC on or subsequent to March 16, 2021.
CĪON INVESTMENT CORPORATION
FORM 10-K
(AMENDMENT NO. 1)
Page
### PART III
Item10.
Item11. Executive Compensation
Item12.
Item13.
Item14.
### PART IV
Item15.<|endoftext|>1 to our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (SEC) on March 8, 2021 (the Original Form 10-K), solely to correct an inadvertent error in the content of Exhibit 23.1, Consent of Independent Registered Public Accounting Firm (the Consent). The Consent in the Original Form 10-K incorrectly included consent to the effectiveness of internal control over financial reporting as of December 31, 2020. On March 12, 2020, the SEC adopted amendments to the accelerated filer and large accelerated filer definitions. Because the Company no longer meets the accelerated filer definition, auditor attestation over internal control over financial reporting is no longer required. A corrected Consent is filed as an exhibit attached hereto.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), this Form 10-K/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K under the Exchange Act, paragraphs 3, 4 and 5 of the certifications have been omitted.
Other than the correction to the Consent, no other changes have been made to the Original Form 10-K. This Amendment No. 1 does not reflect subsequent events occurring after the filing date of the Original Form 10-K or modify or update in any way disclosures made in the Original Form 10-K. This Amendment No.
PART IV
(a)(1) Financial Statements:
Reference is made to the Index to Financial Statements under Item 8 in Part II of this Form 10-K.*
(a)(2) Financial Statement Schedules:
All schedules to the Companys Consolidated Financial Statements are omitted because of the absence of the conditions under which they are required or because the required information is included in the Consolidated Financial Statements or accompanying notes.*
(a)(3) Exhibits:
See the Exhibit Index immediately following the signature page of this report.
*Previously filed with our Original Form 10-K, filed with the SEC on March 8, 2021, which is being amended hereby.There are no financial statements included in this Form 10-K/A.<|endoftext|>FOR THE TRANSITION PERIOD FROM
TO
### EXPLANATORY NOTE
This Amendment No.1 on Form
10-K/A
(this Form
10-K/A) to the Annual Report on Form
10-K of Box, Inc. for the fiscal year ended January31, 2021, filed with the Securities and Exchange Commission (the SEC) on March19, 2021 (the Original
10-K) is being filed solely for the purpose of including the information required by Part III of Form
10-K.
This information was previously omitted from the Original
10-K in reliance on General Instruction G(3) to Form
10-K, which permits the information in the above referenced items to be incorporated in the Form
10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end.
We are filing this Amendment No.1 to include Part III information in our Form
10-K because we will not file a definitive proxy statement containing such information within 120 days after the end of the fiscal year covered by the Original
10-K.
In addition, this Form
10-K/A
(i)deletes the reference on the cover of the Original
10-K to the incorporation by reference of portions of our proxy statement into Part III of the Original
10-K and (ii)updates the exhibit list to include as an exhibit the Companys Form of 0% Convertible Senior Notes due 2026, which was inadvertently omitted from the exhibits filed with the Original
10-K.
### Pursuant to Rule
12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), this Form
10-K/A also contains certifications pursuant to Section302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Form
10-K/A and this Form
10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation
10-K/A does not modify or update disclosure in, or exhibits to, the Original
10-K.
Furthermore, this Form
10-K/A does not change any previously-reported financial results. Information not affected by this Form
10-K/A remains unchanged and reflects the disclosures made at the time the Original
10-K was filed.
Box, Inc.
Amendment No.1 to Annual Report on Form
10-K
For the Fiscal Year Ended January31, 2021
### PART III
Item10.
Item11.
### Executive Compensation
Item12.
### Item13.
Item14.
PART IV
Item15.<|endoftext|>Of the extended transition period is irrevocable. RSI is an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended, and has elected to take advantage of the benefits of this extended transition period. The Company remains an emerging growth company and is expected to continue to take advantage of the benefits of the extended transition period. This may make it difficult or impossible to compare the Company financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions for emerging growth companies because of the potential differences in accounting standards used.
ITEM 7A.
We have operations in the United States and Latin America. As such, we have been exposed in the past and may in the future be exposed to certain market risks, including interest rate, foreign currency exchange and financial instrument risks, in the ordinary course of our business. Currently, these risks are not material to our financial condition or results of operations, but they may be in the future.
### Interest Rate Risk
As of December 31, 2020, we had cash, cash equivalents and restricted cash of $262.1 million, which consisted primarily of bank deposits and money market funds. Such interest-earning instruments carry a degree of interest rate risk; however, historical fluctuations of interest income have not been significant. A 10% increase or decrease in the interests rates of these interest-earning instruments would not have a material effect on our consolidated financial statements for the year ended December 31, 2020.
We have been exposed to foreign currency exchange risk related to our transactions in currencies other than the U.S. Dollar, which is our functional and reporting currency. We do not currently hedge our foreign exchange exposure. Our foreign currency exposure is primarily with respect to the Colombian Peso (which accounted for less than 5% of our revenue for the fiscal years ended December 31, 2020 and 2019). A 10% increase or decrease in the value of these currencies to the U.S. Dollar would not have a material effect on our consolidated financial statements for the year ended December 31, 2020.
ITEM 8.<|endoftext|>### EXPLANATORY NOTE
On March10, 2021, Benefitfocus, Inc. filed its Annual Report on Form
10-K for the fiscal year ended December31, 2020 (the Original Form
10-K).
The Original Form
10-K omitted Part III, Items 10 (
), 11 (
Executive Compensation
), 12 (
), 13 (
),and 14 (
)in reliance on General Instruction G(3) to Form
10-K, which provides that such information may be either incorporated by reference from the registrants definitive proxy statement or included in an amendment to Form
10-K, in either case filed with the Securities and Exchange Commission (the SEC) not later than 120 days after the end of the fiscal year.
Our definitive proxy statement for the 2021 Annual Meeting of Stockholders will not be filed within 120days of the end of the last fiscal year. Accordingly, this Amendment No.1 to Form
10-K
(this Amendment) is being filed solely to: amendPart III, Items 10, 11, 12, 13, and 14 of the Original Form
10-K to include the information required by such Items; delete the reference on the cover of the Original Form
10-K to the incorporation by reference of portions of our proxy statement intoPart III of the Original Form
10-K; and file new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 15 of Part IV hereof, pursuant to
Rule12b-15under theSecurities Exchange Act of 1934, as amended (the Exchange Act). Because no financial statements are contained within this Amendment, we are not including certifications pursuant to Section906 of The Sarbanes-Oxley Act of 2002.
This Amendment does not otherwise change or update any of the disclosures set forth in the Original Form
10-K and does not otherwise reflect any events occurring after the filing of the Original Form
10-K.
Accordingly, the Amendment should be read in conjunction with the Original Form
10-K and the Companys filings made with the SEC subsequent to the filing of the Original Form
10-K.
As used in this Amendment, the terms Benefitfocus, Inc., Benefitfocus, Company, company, we, us, and our mean Benefitfocus, Inc. and its subsidiaries unless the context indicates otherwise.
Benefitfocus, Inc.
Form
10-K
For Year Ended December31, 2020
### PART III
Item 10.
### Item 11. Executive Compensation
Item 12.
Item 13.
### Item 14.
PART IV
Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
### EXPLANATORY NOTE
Roman DBDR Tech Acquisition Corp.
(the Company, we, our or us) is filing this Amendment No.1 to the Annual Report on Form10-K, or this Amendment, to amend our Annual Report on Form10-K for the period ended December31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on March29, 2021, or the Original Filing, to restate our financial statements as of and for the year ended December31, 2020 included in the Companys Annual Report on Form10-K filed with the SEC on March29, 2021 (the Original Financial Statements).
As a result, on May24, 2021, after consultation with Marcum LLP, the Companys independent registered public accounting firm, management and the audit committee of the Companys board of directors concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.
The Companys accounting for the Warrants, compensation expense, and transaction costs associated with the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Companys previously reported investments held in trust, cash flows or cash.
The Company has not amended its Current Report on Form8-K filed on November17, 2020 or its quarterly report on Form10-Q filed on November29, 2020 for the period affected by the restatement.
In addition, the Management Discussion & Analysis, Risk Factors, Note 9a and Item 8 have been updated to detail further disclosure of the effects and actions taken by management and the Board of Directors.
In addition, as required by Rule12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Companys principal executive officers and principal financial officer are filed as exhibits (in Exhibits 31.1, 31.2, 31.3, 32.1, 32.2, and 32.3) to this Amendment under Item 15 of PartIV hereof.
### Restatement Background
This Amendment reflects the reclassification of the warrants in light of the Public Statement, subsequent to the filing of the Original Financial Statements (see Item 8 and Note 2 of the notes to the financial statements included herein for more details on the impact of the restatement on our financial statements).
ii
PartII Item 7.
PartII Item 8.
PartII Item 9A. Controls and Procedures.
PartIV Item 15.<|endoftext|>-
### EXPLANATORY NOTE
Capstar Special Purpose Acquisition Corp.
(the Company, we, our or us) is filing this Amendment No.1 to the Annual Report on Form10-K/A (the Amendment) to amend our Annual Report on Form10-K for the period ended December31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on March31, 2021 (the Original Filing) to restate our financial statements for the period from February14, 2020 (inception) through December31, 2020 included in the Original Filing (the Original Financial Statements).
As a result, after consultation with Marcum LLP, the Companys independent registered public accounting firm, the Companys board of directors concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.
The Company has not amended its Current Report on Form8-K filed with the SEC on July13, 2020 or its quarterly reports on Form10-Q filed on August17, 2020 and November13, 2020 for the period affected by the restatement. The financial information that has been previously filed or otherwise reported is superseded by the information in this Amendment, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon.
In addition, as required by Rule12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Companys principal executive officer and principal financial officer are filed as exhibits (in Exhibits 31.1, 31.2, 32.1, 32.2, and 32.3) to this Amendment under Item 15 of PartIV hereof.
Except as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Amendment does not reflect or purport to reflect any information or events occurring after the date of filing of the Original Filing or modify or update those disclosures affected by subsequent events.
### Restatement Background
On April12, 2021, the staff of the Division of Corporation Finance of the SEC issued a public statement (the Public Statement) on accounting and reporting considerations for warrants issued by special purpose acquisition companies (SPACs).
- ii
-
PartII Item 8.
PartII Item 9A. Controls and Procedures.
PartIV Item 15.<|endoftext|>Barnwell Industries, Inc. (the Company, our or Barnwell) is filing this Amendment No. 1 on Form 10-K/A (this Amendment) to its Annual Report on Form 10-K for the fiscal year ended September 30, 2020, which was originally filed on December 16, 2020 (the Original Filing), to include the information required by Part III of the Original Filing and not included in the Original Filing. This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from the Companys definitive proxy statement if such statement is filed no later than 120 days after the Companys fiscal year end. In addition, the reference on the cover of the Original Filing to the incorporation by reference of our definitive proxy statement into Part III of the Original Filing is hereby deleted. In addition, Item 15 of Part IV of the Original Filing is being amended by this Amendment to include new certifications by our principal executive officer and principal financial officer, as required by Rules 12b-15 and 13a-14 promulgated under the Securities Exchange Act of 1934, as amended, which are filed as Exhibits 31.1 and 31.2 to this Amendment.
Except as described above, this Amendment does not modify or update the disclosure in, or exhibits to, the Original Filing in any way, and the parts or exhibits of the Original Filing which have not been modified or updated are not included in this Amendment. Furthermore, this Form 10-K/A does not change any previously reported financial results, nor does it reflect events occurring after the filing date of the Original Filing. Information not affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time the Original Filing was filed. This Amendment continues to speak as of the date of the Original Filing, and except as expressly set forth in this Amendment, does not reflect events occurring after December 16, 2020, the filing date of the Original Filing, or modify or update those disclosures that may have been affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Companys other filings made with the Securities and Exchange Commission since the filing of the Original Filing, including amendments to those filings, if any.<|endoftext|>To Trademark License Agreement, dated December 17, 2019, between Levi Strauss & Co. and Genesco Inc.* Incorporated by reference to Exhibit (10)ee to the Companys Annual Report on Form 10-K for the fiscal year ended February 1, 2020. (File No. 1-3083).
hh.
Facility Letter, dated October 9, 2020, between Schuh Limited and Lloyds Bank plc. Incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed October 14, 2020. (File No. 1-3083).
(21)
(incorporated by reference to Exhibit 21 to Form 10-K filed March 31, 2021).
(23)
Consent of Ernst& Young LLP, Independent Registered Public Accounting Firm
(incorporated by reference to Exhibit 23 to Form 10-K filed March 31, 2021).
(24)
### Power of Attorney
(incorporated by reference to Exhibit 24 to Form 10-K filed March 31, 2021).
(31.1)
Certification of the Chief Executive Officer Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 31.1 to Form 10-K filed March 31, 2021).
(31.2)
Certification of the Chief Financial Officer Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 31.2 to Form 10-K filed March 31, 2021).
(31.3)
Certification of the Chief Executive Officer Pursuant to Section302 of the Sarbanes-Oxley Act of 2002.
(31.4)
Certification of the Chief Financial Officer Pursuant to Section302 of the Sarbanes-Oxley Act of 2002.
(32.1)
(incorporated by reference to Exhibit 32.1 to Form 10-K filed March 31, 2021).
(32.2)
(incorporated by reference to Exhibit 32.2 to Form 10-K filed March 31, 2021).
101.INS
Inline XBRL Instance Document (The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.)
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
Exhibits (10)f through (10)o, (10)s through (10)x and (10)cc are Management Contracts or Compensatory Plans or Arrangements required to be filed as Exhibits to this Annual Report on Form 10-K.
*
Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment.
A copy of any of the above described exhibits will be furnished to the shareholders upon written request, addressed to Director, Corporate Relations, Genesco Inc., Genesco Park, Room 498, P.O. Box 731, Nashville, Tennessee 37202-0731, accompanied by a check in the amount of $15.00 payable to Genesco Inc.<|endoftext|>First Foundation,Inc. (FFI or the Company) is filing this Amendment No.1 on Form10-K/A (this amendment) to its Annual Report on Form10-K for theyear ended December31, 2020 (the Original Form10-K) solely to amend the cover pageand Item2 to reflect the current address of the Companys principal executive office. Except as described above, this Amendment does not modify or update disclosures presented in the Original Form10-K, nor does it reflect events occurring after the filing of the Original Form10-K or modify or update those disclosures. Accordingly, this Amendment should be read in conjunction with the Original Form10-K and the Companys filings with the SEC subsequent to the filing of the Original Form10-K.
### PART I
Item2.
Properties.
As of March12, 2021, FFI relocated its principal executive office to Dallas, Texas. The corporate headquarters for each of FFIs subsidiaries are located in Irvine, California. In addition to its headquarters in Dallas, Texas, the Company has offices in California in Irvine, Indian Wells, Pasadena, El Centro, West Los Angeles, El Segundo, Laguna Hills, Seal Beach, Auburn, Oakland, Sacramento, Roseville, Burlingame, Big Bear, Running Springs, Palos Verdes, Rolling Hills, Lucerne and San Diego, California; in Las Vegas, Nevada, and in Honolulu, Hawaii. All of these offices, except for the office in Auburn, California, Big Bear, California, and Running Springs, California, are leased pursuant to non-cancelable operating leases that will expire between 2021 and 2026. The building for the office in Auburn, California is owned by us and is on land that is leased under a non-cancellable lease that expires in 2028. The building and land for the offices in Big Bear and Running Springs are owned by us.
### PART IV
Item 15
31.1
(1)
Certification of Chief Executive Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002.
31.2
(1)
Certification of Chief Financial Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002.
101.INS
(2)
Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
(2)
101.CAL
(2)
101.DEF
(2)
101.LAB
(2)
101.PRE
(2)
The cover pagefrom the Companys Annual Report on Form10-K for theyear ended December31, 2020 has been formatted in Inline XBRL.
(1)
Filed herewith.
(2)
Previously filed. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
### EXPLANATORY NOTE
The Registrant is filing this Amendment No. 1 to Form 10-K for the fiscal year ended February 27, 2021 (Amendment No. 1) to correct an error on the cover page of the original Form 10-K as filed with the Securities and Exchange Commission on April 22, 2021 (the Original Form 10-K). The cover page of the Original Form 10-K showed incorrect amounts for the aggregate market value of the common stock held by non-affiliates and the number of shares beneficially owned by directors and executive officers. The correct amount for the aggregate market value of the common stock held by non-affiliates as of August 29, 2020 was $1,517,673,030 and the correct number of shares beneficially owned by directors and executive officers as of August 29, 2020 was 476,951 (rather than $1,486,168,316 and 3,082,800 shares, respectively, as originally shown, as the result of a typographical error), each as indicated on the cover page of this Amendment No. 1.
No changes are hereby made to the Registrants financial statements. Other than the change discussed above and the filing of the currently dated Section 302 certifications and updated XBRL data under Item 15 of Part IV of this Amendment No. 1, no changes have been made to the Original Form 10-K or the exhibits filed therewith. As such, this Amendment No. 1 should be read in conjunction with the Original Form 10-K.
The information contained in this Amendment No. 1 does not reflect events occurring subsequent to the filing of the Original Form 10-K.
PART IV
ITEM 15.
31.1
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002
31.2
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
104The cover page of Bed Bath & Beyond Inc.s Annual Report on Form 10-K/A for the year ended February 27, 2021, formatted in Inline XBRL (included within Exhibit 101 attachments)<|endoftext|>This Amendment No.1 on Form10-K/A (this Amendment) amends the Annual Report on Form10-K of AerSale Corporation (the Company) for the year ended December31, 2020, originally filed with the U.S.
This Amendment is being filed for the purpose of providing the information required by Item 7A of PartII of the Annual Report on Form10-K. This information was inadvertently omitted from the Original Filing.
Pursuant to Rule12b-15 under the Exchange Act, the Company is including Item 15 of PartIV with this Amendment, solely to file the certifications required under Section302 of the Sarbanes-Oxley Act of 2002.
Except as described above or as otherwise expressly provided by the terms of this Amendment, no other changes have been made to the Original Filing.
### AerSale Corporation
Annual Report on Form10-K/A for the Fiscal Year Ended December31, 2020
Part II
In the normal course of business, we are subject to market risks. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and sales. Our exposure to market risk includes fluctuating interest rates and changes in foreign exchange rates.
### Interest Rate Risk
We are exposed to the risk that our earnings and cash flows could be adversely impacted by fluctuations in interest rates associated with borrowings under our Amended and Restated Credit Agreement, or the Credit Facility, which has variable interest rates tied to LIBOR. As of December 31, 2020, we had no outstanding variable rate borrowings under our Credit Facility. Therefore, a ten percent increase in the average interest rate affecting our variable rate debt outstanding as of December 31, 2020 would not have had a material impact on our interest expense, financial position or continuing operations.
We primarily use the U.S. dollar as our functional currency in all markets in which we operate in order to reduce our foreign currency market risk. Only general office expense and payroll transactions are denominated in local currency.
A hypothetical ten percent devaluation of the U.S. dollar against foreign currencies would not have had a material impact on our financial position or continuing operations as of and for the year ended December 31, 2020.
Part IV
ITEM 15.
(b)
Exhibits.
### Incorporation by Reference
ExhibitNo.
Exhibit Index
### Form
File
No.
### Exhibit
Filing
Date
### Filed
Herewith
31.1
*
31.2
*<|endoftext|>To our officers or directors, any affiliate or family member of any of our officers or directors, any affiliate of our Sponsor or to any member of the Sponsor or any of their affiliates, (b) in the case of an individual, as a gift to such persons immediate family or to a trust, the beneficiary of which is a member of such persons immediate family, an affiliate of such person or to a charitable organization; (f) by virtue of the laws of the State of Delaware or our Sponsors limited liability company agreement upon dissolution of our Sponsor, (g) in the event of our liquidation prior to our consummation of our initial business combination; or (h) in the event that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, share exchange or other similar transaction which results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property;
ITEM 13.
For a complete discussion regarding certain relationships and related transactions, see the section titled Certain Transactions contained in our prospectus dated September 21, 2020, incorporated by reference herein.
### ITEM 14.
Audit Fees
The aggregate fees billed by Withum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from March 18, 2020 (inception) through December 31, 2020 totaled $69,985.
### Audit-Related Fees.
We did not pay Withum for audit-related fees for the period from March 18, 2020 (inception) through December 31, 2020.
Tax Fees
We did not pay Withum for tax planning and tax advice for the period from March 18, 2020 (inception) through December 31, 2020.
### All Other Fees
We did not pay Withum for other services for the period from March 18, 2020 (inception) through December 31, 2020.
Pre-Approval Policy
ITEM 15.
(1) Financial Statements:
### None.
*
Incorporated by reference to the Registrants Current Report Form S-1 filed on August 6, 2020. (SEC File No. 333-241670).
**
Incorporated by reference to the Registrants Registration Statement on Form S-1/A filed on August 17, 2020 (SEC File Nos. 333-241670).
***
Incorporated by reference to the Registrants Current Report on Form 8-K filed on September 25, 2020
### Item 16. FORM 10-K SUMMARY
None.<|endoftext|>[
Churchill Capital Corp Ii
]
### EXPLANATORY NOTE
Churchill Capital Corp II (the Company, we, our or us) is filing this Annual Report on Form 10-K/A (Amendment No. 1 or the Amendment), or this Annual Report, to amend our Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March 15, 2021 (the Original Filing), to restate our financial statements for the year ended December 31, 2020. We are also restating the financial statement as of July 1, 2019; as of and for the period ended September 30, 2019; as of December 31, 2019 and for the period ended April 11, 2019 (inception) to December 31, 2019; and as of and for the periods ended March 31, 2020, June 30, 2020 and September 30, 2020 (collectively, the Original Financial Statements), in the accompanying financial statements included in this Annual Report.
Restatement Background
In the Original Financial Statements, the Company classified (i) the public warrants and private placement warrants issued in connection with the Companys initial public offering (the Warrants), (ii) the convertible promissory note related party and (iii) the Prosus Agreement (defined herein) as equity instruments. Upon further consideration of the rules and guidance, management of the Company concluded that the Warrants, the convertible promissory note and the Prosus Agreement (collectively, the Derivative Instruments) are precluded from equity classification. As a result, the Derivative Instruments should be recorded as liabilities on the balance sheet and measured at fair value at inception and on a recurring basis in accordance with ASC 820,
As a result, on May 10, 2021, the Company's management and the Audit Committee of the Company's board of directors (the "Audit Committee"), after consultation with management and a discussion with Marcum LLP, the Company's independent registered public accounting firm (the "Independent Accounting Firm"), concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error. The Companys accounting for the Derivative Instruments as components of equity instead of as derivative liabilities did not have any effect on the Companys previously reported investments held in trust or cash.
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15.<|endoftext|>Day period commencing at least 150days after the Companys initial Business Combination, or (y)the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property.
The shares of ClassB common stock will automatically convert into shares of the Companys ClassA common stock at the time of its initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of ClassA common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial Business Combination, the ratio at which shares of ClassB common stock shall convert into shares of ClassA common stock will be adjusted (unless the holders of a majority of the outstanding shares of ClassB common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of ClassA common stock issuable upon conversion of all shares of ClassB common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO (not including the shares of Class A common stock underlying the Private Placement Units)plus all shares of ClassA common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (net of the number of shares of ClassA common stock redeemed in connection with the initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination.
### Note
Income Tax
As of December 31, 2020, the Company has $67,332 of U.S.
For the period from
### December 10,
2020 (inception) through December 31, 2020, the change in the valuation allowance was $
24,317.
A reconciliation of the federal income tax rate to the Companys effective tax rate at December 31, 2020 is as follows:
### Note
Subsequent Events
Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Our Board has determined that Mr.Ammermans simultaneous service on the audit committees of more than three public companies does not impair his ability to serve effectively as a member of our Audit Committee.
The Nominating and Corporate Governance Committee and the Board evaluate the independence of directors and director nominees under the criteria established by the Commission and the NYSE for director independence and for Audit Committee membership, including Rule 10A-3 under the Exchange Act.
### Item14.
Audit Fees
Audit fees are related to professional services rendered for the audit of the Companys consolidated annual financial statements, for the reviews of the Companys condensed consolidated financial statements included in the quarterly reports on Form 10-Q, for reviews of registration statements and certain periodic reports filed with the Commission and issuances of consents as well as proposed merger proxy procedures. The aggregate fees billed to the Company by KPMG LLP (KPMG) during 2020 for audit fees totaled $485,000. The aggregate fees billed to the Company by KPMG during 2019 for audit fees totaled $419,750.
### Audit-Related Fees
No audit-related fees were billed for 2020 or 2019.
Tax Fees
No fees for tax compliance, advice or planning were billed for 2020 or 2019.
### All Other Fees
All other fees billed for 2020 or 2019 were $1,780 in each of the respective years for accounting research software subscription fees.
The fees reported above were pre-approved by our Audit Committee. The Companys current policies and procedures require that all audit and audit-related services be pre-approved by the Audit Committee, except for fees approved in advance by the Audit Committee chair and disclosed to and ratified by the Audit Committee pursuant to the Audit Committees pre-approval policy for audit and permitted non-audit services.
### PART IV
Item15.
(a)
(1)
The Consolidated Financial Statements of J. Alexanders Holdings, Inc. and its subsidiaries, including the notes thereto, are included in Item 8.
(2)
Financial statement schedules are not included because they are inapplicable or not required, or because the required information is included in the Consolidated Financial Statements or notes thereto, included in Item 8.
(3)
The exhibits required to be filed as part of this report and exhibits incorporated herein by reference to other documents are listed as follows:
*
Denotes executive compensation plan or arrangement.<|endoftext|>Of this Form
10-K:
(1) Financial Statements:
### Page
F-2
### Financial Statements:
Balance Sheet (As Restated)
F-3
Statement of Operations (As Restated)
F-4
Statement of Changes in Stockholders Equity (As Restated)
F-5
Statement of Cash Flows (As Restated)
F-6
F-7toF-20
### None.
(3) The following Exhibits are filed as part of this report:
ExhibitNo.
Description
2.1
Business Combination Agreement, dated as of November 2, 2020, by and among the Registrant, WLLY Merger Sub Corp, and Aeva, Inc.***
3.1
Amended and Restated Certificate of Incorporation.*
3.2
Bylaws.**
4.1
Specimen Unit Certificate.**
4.2
Specimen Common Stock Certificate.**
4.3
Specimen Warrant Certificate.**
4.4
Warrant Agreement between Continental Stock Transfer& Trust Company and the Registrant.*
4.5
Description of Registrants Securities.
****
10.1
Form of Letter Agreement from each of the Registrants initial shareholders, officers and directors.**
10.2
Investment Management Trust Agreement between Continental Stock Transfer& Trust Company and the Registrant.*
10.3
Registration Rights Agreement*
10.4
Business Combination and Marketing Agreement between EarlyBirdCapital, Inc. and the Registrant.*
10.5
Stock Escrow Agreement between Continental Stock Transfer& Trust Company and the Registrant.*
10.6
Administrative Services Agreement between InterPrivate LLC and the Registrant.*
10.7
Services Agreement between the Registrant and Minesh Patel.*
10.8
Stockholder Support Agreement, dated as of November 2, 2020, by and among the Registrant, WLLY Merger Sub Inc. and certain stockholders of Aeva, Inc. party thereto.***
Code of Ethics.**
31.1
Certification of Principal Executive Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of Principal Financial and Accounting Officer pursuant to Section906 of the Sarbanes-Oxley Act of 2002.
*
Incorporated by reference to the Registrants Current Report on Form
8-K filed on February6, 2020
**
S-1
(SEC File Nos.
333-235849 and
333-236233).
***
S-4
(SEC File
No.333-251106)
****
Incorporated by reference to the Registrants Annual Report on Form
10-K for the fiscal year ended December31, 2019.
Item16. FORM
10-K
### SUMMARY
None.<|endoftext|>Merida Merger Corp. 1 to the Annual Report on Form 10-K/A (the Amendment) to amend the Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the U.S. Securities and Exchange Commission (the SEC) on March 31, 2021 (the Original 10-K) as a comprehensive amendment to amend and restate its financial statements and related footnote disclosures as of and for the year ended December 31, 2020, and the financial statements and related footnote disclosures included in the Annual Report on Form 10-K as of and for the period ended December 31, 2019 (the 2019 10-K), each of the Forms 10-Q as of and for the periods ended March 31, 2020, June 30, 2020 and September 30, 2020 (collectively, the Original 10-Qs), and the balance sheet as of November 7, 2019 (the November 7, 2019 Balance Sheet).
On July 23, 2021, the Companys management and audit committee of the board of directors (Audit Committee) of the Company determined, after consultation with Marcum LLP, the Companys independent registered public accounting firm, that the Companys financial statements which were included in the Original 10-K, 2019 10-K, the Original 10-Qs, and November 7, 2019 Balance Sheet should no longer be relied upon due to an error in such financial statements relating to the Companys accounting for an aggregate of 3,950,311 warrants issued to Merida Holdings, LLC and EarlyBirdCapital, Inc. (EarlyBirdCapital) in a private placement that closed concurrently with the closing of the Companys initial public offering (such warrants, the Private Warrants) as equity instead of accounting for the Private Warrants as derivative liabilities.
The SEC Statement advises, among other things, that certain settlement terms and provisions generally present in SPAC warrants preclude such warrants from being accounted for as equity.
### Fair Value Measurement
See Part IV, Item 15, Note 2, Restatement of Previously Issued Financial Statements of the notes to the financial statements of this Amendment for a more detailed discussion of the error and the effects of the restatement.
As a result of that reassessment and in light of the SEC Statement, the Companys management determined that its disclosure controls and procedures as of December31, 2020 were not effective solely as a result of its accounting for the Private Warrants as components of equity instead of as derivative liabilities.
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15.<|endoftext|>[
Value Exchange International Inc
]
PART IV
ITEM 15.
The financial statements are set forth under Item 8 of this Form 10-K. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.
ITEM 16. FORM 10-K SUMMARY.
### None
Exhibit List
The list of exhibits included in the attached Exhibit Index is hereby incorporated herein by reference.
### Exhibit
Number
Exhibit Title
3.1
Certificate of Amendment to the Articles of Incorporation of Value Exchange International, Inc.,dated Sept. 8, 2016.
(1)
3.1.1
Articles of Incorporation of Value Exchange International, Inc.
(1A)
4.1
Description of Securities registered under Section 12 of Securities Exchange Act (filed herewith)
10.1
Stock Purchase Agreement, dated 23 January 2017, by and among Value Exchange International, Inc.,Value Exchange International (China) Ltd., TapServices, Inc., and the sole shareholder of TSI.
(2)
14**
Code of Ethics, dated April 16, 2018
31.1*
31.2*
32.1*
Certifications of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certifications of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
XBRL Instance Document
101.SCH
101.CAL
101.LAB
101.PRE
101.DEF
*
Filed herewith
**
Filed with the SEC on July 20, 2009as Ex. 14.1 to Value Exchange International, Inc.s Quarterly Report on Form 10-Q for fiscal quarter ended May 31, 2009.
(1)
Incorporated by reference to Exhibit One to the Information Statement, dated October 18, 2016, and filed by Value Exchange International, Inc. with the Commission on October 25, 2016.
(1A)
Incorporated by reference to Exhibit 3.1 to the Form SB-2 Registration Statement, File No. 333-147493, filed by Value Exchange International, Inc. with the Commission on November 19, 2007.
(2)
Incorporated by reference to Exhibit 2.1 to the Form 8-K, dated January 25, 2017, filed by Value Exchange International, Inc. with the Commission on January 27, 2017.
The material contained in Exhibit 32.1 and Exhibit 32.2 is not deemed filed with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except to the extent that the Company specifically incorporates it by reference. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Interpace BioSciences, Inc. 3 on Form 10-K/A (this Amendment) to its annual report on Form 10-K for the fiscal year ended December 31, 2019, which was originally filed on April 22, 2020, as amended on May 29, 2020 and January 19, 2021 (the Original Filing), to amend and restate Item 9A of Part II, Controls and Procedures, with respect to our conclusions regarding the effectiveness of our internal control over financial reporting.
PART II
ITEM 9A
### CONTROLS AND PROCEDURES
Based upon that evaluation, the then CEO and CFO concluded at that time that the Companys disclosure controls and procedures were effective as of the end of the period covered by this report.
Subsequent to this evaluation and in light of the restatement of the Companys consolidated financial statements for the years ended December 31, 2019 and 2018 relating to the amortization and the impairment of certain intangible assets referenced in Note 1, Restatement of Previously Issued Consolidated Financial Statements, the Companys management, with the participation of the CEO and the CFO, has reevaluated the Companys disclosure controls and procedures as of December 2020, including whether the errors identified were the result of a material weakness in the Companys internal control over financial reporting. Based on this assessment, management has identified a material weakness in the Companys internal control over financial reporting related to properly identifying all the events that could trigger an asset impairment. As a result, the CEO and CFO concluded that the disclosure controls and procedures were not effective as of December 31, 2019 as a result of this material weakness.
### Remediation Plan
For the year ended December 31, 2019, management excluded the BioPharma business acquired from Cancer Genetics, Inc. on July 15, 2019 from managements report on internal control over financial reporting. This acquired business was not significant to the registrants consolidated financial statements.
Management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2019 and concluded that it is not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.
### EXHIBIT INDEX
Exhibit
No.
Description
31.1*
31.2*
*
Filed herewith.<|endoftext|>By reference in this Report.
We incorporate the information under the headings CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS and CORPORATE GOVERNANCE MATTERSWhich Board Members Are Independent? in our Proxy Statement by reference in this Report.
We incorporate the information concerning the accounting fees and services of our independent registered public accounting firm, KPMG LLP, under the heading ITEM 4PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM in our Proxy Statement by reference in this Report.
PART IV
Item 15.EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
(a)1.
Consolidated financial statements of the registrant are included in Item 8 above.
2.
Schedules not included herein are omitted because they are inapplicable or not required or because the required information is given in the consolidated financial statements and notes thereto.
3.
### Exhibits
The following exhibits are filed with this Annual Report on Form 10-K, unless incorporated by reference. Management contracts and compensatory plans and arrangements are listed as Exhibits 10.1 through 10.25. We are party to a number of other instruments defining the rights of holders of long-term debt. No such instrument authorizes an amount of securities in excess of 10% of the total assets of Olin and its subsidiaries on a consolidated basis. Olin agrees to furnish a copy of each instrument to the Commission upon request.
*Previously filed as indicated and incorporated herein by reference.Exhibits incorporated by reference are located in SEC file No. 1-1070 unless otherwise indicated.
**The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline eXtensible Business Reporting Language (iXBRL) document. The consolidated financial statements and notes thereto contained in Part II, Item 8 were formatted in iXBRL in this Annual Report on Form 10-K.
Any exhibit is available from Olin by writing to the Secretary, Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105 USA.
Shareholders may obtain information from EQ Shareowner Services, our registrar and transfer agent, who also manages our Automatic Dividend Reinvestment Plan by writing to:EQ Shareowner Services, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120 USA, by telephone from the United States at 800-401-1957 or outside the United States at 651-450-4064 or via the Internet under Contact Us at www.shareowneronline.com
None.<|endoftext|>$25million in the aggregate, are entitled to make up to three demands, excluding short form demands, that we register such securities. However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-upperiod, which occurs (a) in the case of the Founder Shares, on the earlier of (A) one year after the completion of our initial business combination or (B) subsequent to our business combination, (i) if the last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-tradingday period commencing at least 150 days after our initial business combination or (ii) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property and (b) in the case of the Private Placement Warrants and the respective Class A common stock underlying such warrants, 30 days after the completion of our initial business combination.
Director Independence
Our board of directors has determined that Andrew Flett, Mark Licht and Kyle Messman, who constitute a majority of board, are independent directors as defined in the Nasdaq listing standards and applicable SEC rules.
### Item 14.
The firm of WithumSmith+Brown, PC (Withum) acts as our independent registered public accounting firm. The following is a summary of Withums fees for the period from August 11, 2020 (inception) through December 31, 2020 (Fiscal 2020).
Audit Fees. Withumns fees for services performed in connection with our Initial Public Offering, the review of our Form 10-Q for the quarter ended September 30, 2020, and the audit of our Fiscal 2020 financial statements included in this Annual Report on Form 10-K were approximately $68,900.
Audit-Related Fees. Withum did not render any assurance and related services related to the performance of the audit or review of financial statements in Fiscal 2020.
Tax Fees. For Fiscal 2020, Withum did not render services for tax compliance, tax advice or tax planning in Fiscal 2020.
All Other Fees. For Fiscal 2020, there were no fees billed for products and services provided by Withum other than those set forth above.
### PART IV
Item 15.<|endoftext|>Leisure Acquisition Corp. 1), or this Amendment, to amend our Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on March 15, 2021, or the Original Filing, to restate our financial statements (i) as of and for the years ended December 31, 2020, 2019 and 2018, as of December 5, 2017; as of and for the period ended September 11, 2017 (inception) to December 31, 2017; and as of and for the periods ended March 31, 2018, June 30, 2018, September 30, 2018, March 31, 2019, June 30, 2019, September 30, 2019, March 31, 2020, June 30, 2020 and September 30, 2020 (collectively, the Original Financial Statements) in the accompanying financial statements included in this Annual Report
### Restatement Background
In the Original Financial Statements, the Company classified the private placement warrants issued in connection with the Companys initial public offering and its working capital warrants issued on conversion of its convertible promissory notes (collectively, the private warrants) as components of equity. In addition, the Company did not account for its convertible promissory notes as a derivative liability (together with the private placement warrants and working capital warrants, the Derivative Instruments). Upon further consideration of the rules and guidance, the Companys audit committee, after consultation with management of the Company concluded that the Derivative Instruments are precluded from equity classification, but that the Companys public warrants issued in the Companys initial public offering (Public Warrants) could continue to be classified as equity.
As a result, on May 13, 2021, after consultation with Marcum LLP, the Companys independent registered public accounting firm, the Companys audit committee concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.
The change in the Companys accounting to treat its outstanding private warrants and its convertible promissory notes as derivative liabilities did not have any effect on the Companys previously reported investments held in trust, cash flows or cash.
The Company has not amended its Current Report on Form 8-K filed on December 11, 2017, its Annual Reports on Form 10-K or its Quarterly Reports on Form 10-Q and for the periods affected by the restatement.
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Capitol Investment Corp. V (the Company) is filing this Amendment No. 1 on Form 10-K/A (the Amendment) to amend and restate certain items in its Annual Report on Form 10-K as of and for the year ended December 31, 2020 (the Relevant Period), originally filed with the U.S. Securities and Exchange Commission (the SEC) on March 1, 2021 (the Original 10-K).
On May 10, 2021, the Companys management and the audit committee of the Companys board of directors (the Audit Committee) concluded that it is appropriate to restate the Companys previously issued audited financial statements for the Relevant Period, which were included in the Original 10-K.
As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 11,500,000 redeemable warrants (the Public Warrants) that were included in the units issued by the Company in its initial public offering (the IPO) and (ii) the 5,833,000 redeemable warrants that were issued to the Companys sponsors and independent directors in a private placement that closed concurrently with the closing of the IPO (together with the Public Warrants, the Warrants).
The warrant agreement includes a provision (the Replacement of Securities Upon Reorganization) the application of which could result in a different settlement value for the Warrants depending on their holder.
### Effects of Restatement
As a result of the factors described above, the Company has included in this Amendment: (i) certain restated items on the previously issued balance sheet dated as of December 4, 2020, the date that the IPO closed, that were previously reported on a Current Report on Form 8-K filed with the SEC on December 10, 2021, and (ii) restated financial statements as of and for the year ended December 31, 2020 that were previously reported on the Original 10-K, to restate the following non-cash items: understatement of liabilities and overstatement of temporary equity by approximately $23.1 million and $30.7 million as of December 4, 2020 and December 31, 2020, respectively; understatement of additional paid-in capital and accumulated deficit by approximately $8.5 million as of December 31, 2020; understatement of net loss by approximately $8.5 million for the year ended December 31, 2020; and understatement of basic and diluted net loss per share, non-redeemable common stock of $1.08 for the year ended December 31, 2020.
i
Items Amended
Risk Factors; (ii) Part II, Item 7. (iii) Part II, Item 8. (iv) Part II, Item 9A. Controls and Procedures; and (v) Part IV, Item 15.<|endoftext|>### CERTAIN TERMS
Unless otherwise stated in this Annual Report on Form10-K (this Report), or the context otherwise requires, references to:
Advisors or our Advisory Board are to Jeff Stibel, Will Quist, Michael Kim, Eli Broverman, Carter Reum, Courtney Reum, Dan Teran, Jesse Pujji, Colin Walsh, and Jeff Hunter; founder shares are to shares of our ClassB common stock initially purchased by our sponsor in a private placement prior to the offering, and the shares of our ClassA common stock issued upon the conversion thereof; initial stockholders are to holders of our founder shares prior to our offering; management or our management team are to Chris Hollod and Matt Eby; management or our management team are to our officers and directors, and directors are to our current directors and director nominees; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of the offering; public shares are to shares of our ClassA common stock sold as part of theunits in the offering;
QOMPLX are to QOMPLX,Inc.; sponsor are to Tailwind Sponsor LLC, a Delaware limited liability company; and we, us, our, company or our company are to Tailwind Acquisition Corp.
ii
### EXPLANATORY NOTE
Tailwind Acquisition Corp. (the Company, we, our or us) is filing this Annual Report on Form10-K/A (Amendment No.1), or this Amendment, to amend our Annual Report on Form10-K for the period ended December31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March31, 2021, or the Original Filing, to restate our financial statements as of December31, 2020 and for the period ended May29, 2020 (inception) through December31, 2020. We are also restating the financial statement as of September9, 2020, and the unaudited financial statements as of September 30, 2020 and as of and for the three months ended and for the period ended September30, 2020, in the accompanying financial statements included in this Annual Report (collectively, the Original Financial Statements).
As a result, on May13, 2021, the Companys audit committee, in consultation with management, concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.
The Company has not amended its Current Report on Form8-K filed on September15, 2020 for the period affected by the restatement.
### Restatement Background
PartII Item 7.
PartII Item 8.
PartII Item 9A. Controls and Procedures.
PartIV Item 15.<|endoftext|>### Explanatory Note
This Amendment No. 1 (this Amendment) to the Annual Report on Form 10-K for the year ended October 31, 2020 of Nordson Corporation filed with the Securities and Exchange Commission (the SEC) on December 18, 2020 (the Original Filing) is being filed solely for the purposes of correcting the disclosure in Item 12.
This Amendment amends and restates in its entirety Item 12 of Part III of the Original Filing.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment also contains new certifications by the principal executive officer and the principal financial officer of Nordson Corporation as required by Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15(a)(3) of Part IV of the Original Filing is amended to include the currently dated certifications as exhibits.
No other changes have been made to the Original Filing, other than as described above.
This Amendment does not reflect subsequent events occurring after the date of the Original Filing or modify or update any disclosures set forth in the Original Filing.
Accordingly, this Amendment should be read in conjunction with the Original Filing and the other filings of Nordson Corporation with the SEC.
### PART III
Item 12.
The information required by this Item is incorporated by reference to the caption Security Ownership of Nordson Common Shares by Directors, Director Nominees, Executive Officers and Large Beneficial Owners in our definitive Proxy Statement for the 2021 Annual Meeting of Shareholders.
### Equity Compensation Table
The following table sets forth information regarding equity compensation plans in effect as of October31, 2020:
(1) The number of shares reported may overstate dilution due to the inclusion of performance-based awards.
(2) Full value equity awards such as performance share incentive awards are not taken into account in the weighted-average price, as such awards have no exercise price.
(3) As of October 31, 2020, includes shares available for future issuance under the 2012 Plan, including for awards other than options, warrants and rights.
### PART IV
Item 15.
(a)(3)
31.1
Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Signatures<|endoftext|>[
]
### EXPLANATORY NOTE
1 on Form 10-K/A (the Amendment) to amend and restate certain items in its Annual Report on Form 10-K as of December 31, 2020 and for the period from June 11, 2020 (inception) through December 31, 2020, originally filed with the U.S.
On June 10, 2021, the Companys management and the audit committee of the Companys Board of Directors (the Audit Committee) concluded that it is appropriate to restate the Companys previously issued audited financial statements as of December 31, 2020 and for the period from June 11, 2020 (inception) to December 31, 2020 (the Relevant Period), which were included in the Original 10-K.
The restatement primarily related to consideration of the factors in determining whether to classify contracts that may be settled in an entitys own stock as equity of the entity or as an asset or liability.On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs) (the SEC Statement). As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 11,500,000 redeemable warrants (the Public Warrants) that were included in the units issued by the Company in its Initial Public Offering (the IPO) and (ii) the 5,425,000 redeemable warrants that were issued to the Companys sponsor in a private placement that closed concurrently with the closing of the IPO (together with the Public Warrants, the Warrants).
### Fair Value Measurement
Effects of Restatement
The Companys prior accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Companys previously reported operating expenses, net cash flows or cash.
The Company has not amended its previously filed Current Report on Form 8-K for the accounting of the warrants. The financial information that has been previously filed or otherwise reported on the balance sheet audit has been revised in this filing in Note 2.
See Note 2 to the Notes to Financial Statements included in Part II, Item 8 of this Amendment for additional information on the restatement and the related financial statement effects.
Risk Factors; (ii) Part II, Item 7. (iii) Part II, Item 8. (iv) Part II, Item 9A. Controls and Procedures; and (v) Part IV, Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Silver Bull Resources, Inc. (the Company) is filing this Amendment No.1 (this Amendment) to its Annual Report on Form10-K for the fiscal year ended October31, 2020, as filed with the Securities and Exchange Commission (SEC) on January28, 2021 (the Original Form 10-K). The purpose of this Amendment is to (i)file Exhibit10.3 (Joint Venture Agreement, dated as of September1, 2020, by and between the Company and Copperbelt AG), which was included in the list of exhibits in Item15 of PartIV of the Original Form10-K but was inadvertently omitted from the exhibits actually filed with the Original Form10-K, and (ii)include the interactive data files of Exhibit101 to the Original Form10-K, in accordance with Rule405 of SEC RegulationS-T, that were inadvertently omitted from the Original Form10-K.
In addition, pursuant to Rule12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), currently dated certifications from the Companys principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items307 and 308 of SEC RegulationS-K, paragraphs3, 4, and 5 of such certifications have been omitted. Similarly, because no financial statements have been included in this
### Amendment
, currently dated certifications pursuant to Section906 of the Sarbanes-Oxley Act of 2002 have been omitted.
Except as described above, no changes have been made to the Original Form10-K, and this Amendment does not amend, update or change any other items or disclosures in the Original Form10-K. The Original Form10-K continues to speak as of its original filing date. This Amendment does not reflect subsequent events occurring after the filing date of the Original Form10-K or modify or update in any way disclosures in the Original Form10-K.
### PART IV
Item 15.
See Index to Consolidated financial statements on page F-1.
* The following financial information from Silver Bull Resources, Inc.s Annual Report on Form10-K for the fiscal year ended October31, 2020, formatted in XBRL (Extensible Business Reporting Language): Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Loss, Consolidated Statement of Stockholders Equity, Consolidated Statements of Cash Flows
+ Indicates a management contract or compensatory plan, contract or arrangement.
Filed herewith under Items 1 and 2 Business and Properties.<|endoftext|>### EXPLANATORY NOTE
1 to the Annual Report on Form 10-K to we, us, the Company or our company are to Malacca Straits Acquisition Company Limited, unless the context otherwise indicates.
This Amendment No. 1 to the Annual Report on Form 10-K/A (this Report) amends our Annual Report on Form 10-K for the period ended December 31, 2020, as filed with the Securities and Exchange Commission (SEC) on March 31, 2021 (the Original Report).
Since their issuances on July 17, 2020 in connection with our initial public offering (the IPO) and on July 21, 2020 in connection with the exercise of underwriters over-allotment option and until the date of the restatements, our warrants were reflected as a component of equity instead of liabilities on our balance sheet and, based on our application of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 815-40, Derivatives and Hedging, Contracts in Entitys Own Equity (ASC 815-40), our statement of operations did not include the subsequent non-cash changes in estimated fair value of the warrants. The views expressed in the SEC Staff Statement were not consistent with our historical interpretation of specific provisions within our warrant agreement, dated as of July 14, 2020 (the warrant agreement), and our application of ASC 815-40 to the warrant agreement.
Prior to filing this Report, in consultation with our audit committee, we concluded that the Companys (i) previously issued audited balance sheet dated as of July 17, 2020 which was related to its initial public offering; (ii) unaudited interim financial statements as of and for the three and nine months quarterly period ended September 30, 2020, as reported in the Companys Quarterly Report on Form 10-Q filed with the SEC on November 15, 2020; and (iii) audited financial statements as of December 31, 2020 and for the period January 1, 2020 (commencement of operations) through December 31, 2020 as reported in the Companys Annual Report on Form 10-K filed with the SEC on March 31, 2021 (collectively, the Affected Periods) should no longer be relied upon and should be restated and that the warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in our statement of operations each reporting period. On May 19, 2021, our audit committee authorized management to restate its audited financial statements for the period ended December 31, 2020 (the restatement).
### Part I, Item 1A. Risk Factors
Part II, Item 7.
Part II, Item 8.
### Part II, Item 9A. Controls and Procedures
Part IV, Item 15.<|endoftext|>Devotes all of her time to manage the affairs of the Company. She has agreed to work with no remuneration until such time as the Company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries, if any.
Item 12.
The following table sets forth certain information as of March 31, 2021, concerning the number of shares of common stock beneficially owned by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer.Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.
The percent of class is based on 26,281,600 shares of common stock and 5,000,000 of preferred stock issued and outstanding as of the date of this annual report.
24|Page
Item 13.
There are no promoters of the company, and have been none, as defined in Item 404(c)(1)(i) of Regulation S-K, other than the Companys director Natalija Tunevic.
During the year ended March 31, 2021, we had not entered into any transactions with our sole officer or director, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.
As of March 31, 2021, our director had loaned $68,328 ($105,310 as of March 31, 2020) to the Company to provide working capital for its business operations.
The Companys subsidiaries received $99,724 as advances from related parties as of March 31, 2021 ($135,917 as of March 31, 2020).
### Item 14.
Duringfiscal year ended March 31, 2021, we incurredapproximately $17,750 in fees to our principal independent accountants for professional services rendered in connection with the audit of our March 31, 2020 financial statements and for the reviews of our financial statements for the quarters ended June 30, 2020, September 30, 2020 and December 31, 2020.
PART IV
### Item 15. Exhibits
The following exhibits are included as part of this report by reference:<|endoftext|>Among the Company, its executive officers, its directors, its advisory board members and Ascendant Sponsor LP (incorporated by reference to Exhibit 10.1 to the Companys Current report on Form
10.2
Investment Management Trust Agreement, dated July23, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Companys Current Report on From
10.3
Registration Rights Agreement, dated July 23, 2020, by and among the Company, Ascendant Sponsor LP, the Companys independent directors and the Companys advisory board (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form
10.4
Private Placement Warrants Purchase Agreement, dated July 23, 2020, by and between the Company and Ascendant Sponsor LP (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form
10.5
Administrative Services Agreement, dated July 23, 2020, by and between the Company and Ascendant Sponsor LP (incorporated by reference to Exhibit 10.5 to the Companys Current Report on Form
10.6
Securities Subscription Agreement between Ascendant Sponsor LP and the Registrant (incorporated by reference to Exhibit 10.7 to the Companys Registration Statement on Form
S-1
(File
10.7
Forward Purchase Agreement, dated as of June 23, 2020, by and between the Registrant and NEXON Co. Ltd. (incorporated by reference to Exhibit 10.9 to the Companys Registration Statement on Form
S-1
(File
No. 333-239623), filed with the SEC on July2, 2020).
10.8
Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form
10.9
Sponsor Support Agreement, by and among , Ascendant Sponsor LP and Beacon Street Group, LLC (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form
24.1**
Power of Attorney (included in the signature page of the Original Filing).
31.1
Certification of the Chief Executive Officer pursuant to Exchange Act Rules
13a-14(a) and
31.2
Certification of the Chief Financial Officer pursuant to Exchange Act Rules
13a-14(a) and
32.1
32.2
101.INS
XBRL Instance Document
101.SCH
101.CAL
101.DEFXBRL
Taxonomy Extension Definition Linkbase Document
101.LABXBRL
Taxonomy Extension Label Linkbase Document
101.PREXBRL
### Taxonomy Extension Presentation Linkbase Document
Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation
S-K
Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
Filed herewith.
**
Previously filed. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
This Amendment No.1 to Form10-K(this Amendment) amends the Annual Report on Form10-Kfor the fiscal year ended December31, 2020 originally filed on March 30, 2021 (the Original Form 10-K) by Danimer Scientific, Inc. (Danimer, the Company, we, or us). On May 7, 2021, we filed a Current Report on Form 8-K with the Securities and Exchange Commission (SEC) disclosing the determination by management and the audit committee of our board of directors that, as a result of the re-evaluation described below, we will restate our previously issued Consolidated Financial Statements and related disclosures as of and for the year ended December 31, 2020. Refer to Note 1 to our Consolidated Financial Statements of this Amendment for additional information.
On April 12, 2021, the Division of Corporation Finance and the Office of the ChiefAccountantof the SEC (Staff) released a public statement entitled
In the statement, the Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of SPACs such as Danimer. As a result of the Staff Statement and in light of evolving views as to certain provisions commonly included in warrants issued by SPACs, we re-evaluated our accounting for the warrants issued in connection with our initial public offering and concluded that the private warrants (Private Warrants) should be accounted for as derivative liabilities pursuant to Accounting Standards Codification 815-40,
Derivatives and Hedging: Contracts in Entitys Own Equity
, rather than as components of equity as we had previously treated them.
As a result, we are restating in this Amendment our Consolidated Financial Statements as of and for the period ended December 31, 2020 to reflect the change in accounting treatment (the Restatement).
In connection with the Restatement, we reassessed the effectiveness of our disclosure controls and procedures for the period affected by the Restatement. As a result of that reassessment, we determined that our disclosure controls and procedures were not effective because we identified a material weakness in our controls over the accounting for complex financial instruments, such as the Private Warrants. For more information, see Item 9A.
This Amendment sets forth the Original Form 10-K in its entirety; however, this Amendment amends and restates only the following items of the Original Form 10-K and only with such modifications as necessary to reflect the Restatement.
Part II, Item 8, Financial Statements and Supplementary Data;
### Part II, Item 9A, Controls and Procedures; and
Part IV, Item 15<|endoftext|>### EXPLANATORY NOTE
First Eagle Alternative Capital BDC, Inc., a Delaware corporation, or together with its subsidiaries, where applicable, the Company, which may also be referred to as we, us or our, is filing this Amendment No.1 (the Amendment) to its Annual
ReportonForm10-Kforthe fiscal year ended December31, 2020, which was filed with the SEC on March5,
2021(theForm10-K),
### The sole purpose of this Amendment No.1 onForm
10-K/A(the
Amendment) to First Eagle Alternative Capital BDC, Inc.s , a Delaware corporation, (the Company) Annual Report onForm
10-Kfor the fiscal year ended December31, 2020, which was originally filed with the Securities and Exchange Commission on March5, 2020 (the Original Filing), is to include the following exhibit:
### Exhibit
Number
Description
23.2
Consent of the Independent Registered Public Accounting Firm with respect to First Eagle Logan JV, LLC
The Company had in its possession an executed copy of Exhibit 23.2, dated as of the date of the Original Filing, at the time of such filing; however, Exhibit 23.1 from the Original Filing was inadvertently copied into Exhibit 23.2. Accordingly, the auditors consent for First Eagle Logan JV, LLC was inadvertently omitted in the Original Filing. The sole purpose of this Amendment is to correct thisinadvertentomission of theconsentfrom the Original Filing.
This Amendment speaks as of the date of the Original Filing. Except as noted herein, the Amendment does not modify or update in any way disclosures made in the Original Filing (other than to include Exhibit 23.2 as described above), or reflect events that may have occurred subsequent to the Original Filing.
This Amendment contains only the exhibit to the Original Filing that is being corrected and new certifications pursuant to Sections 302 and 1350 of the Sarbanes-Oxley Act of 2002. Unaffected parts or exhibits of the Original Filing are not included herein. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time of the Original Filing.
### ARTIV
Item15.
3. Exhibits required to be filed by Item 601 ofRegulationS-K
The following exhibits are filed as part of this Amendment to the Annual Report on
Form10-K:
23.2
Consent of the Independent Registered Public Accounting Firm with respect to First Eagle Logan JV, LLC*
31.1
### Certification of Chief Executive Officer
31.2
### Certification of Chief Financial Officer
31.3
Certification of Chief Accounting Officer Pursuant to Ruld
13a-14(a) under the
32.1
1350)*
32.2
1350)*
32.3
Certification of Chief Accounting Officer Pursuant to 18 U.S.C. 1350)*
*
Filed herewith.<|endoftext|>In AAMCs quarterly reports on Form 10-Q during those fiscal years and for services that are normally provided by the independent registered public accounting firm and affiliates in connection with statutory and regulatory filings or engagements for the relevant fiscal year.
### Audit-Related Fees
This category includes the aggregate fees billed for audit-related services by the independent registered public accounting firm that are reasonably related to the performance of the audits or reviews of the financial statements and are not reported above under Audit Fees.
### Tax Fees
This category would include the aggregate fees billed for professional services rendered by the independent registered public accounting firm for tax compliance and tax planning.
### All Other Fees
This category would include the aggregate fees billed for products and services provided by the independent registered public accounting firm that are not reported above under Audit Fees, Audit-Related Fees or Tax Fees. We did not incur any such other fees for the years ended December 31, 2020 and 2019.
The Audit Committee considered the fees paid to Ernst & Young LLP for the fiscal year ended December 31, 2020 and determined that the services and fees are compatible with the independence of Ernst & Young LLP.
### Audit Committee Pre-Approval Policy
The Audit Committee is required to pre-approve the audit and (unless the de minimus exception of applicable law permits) non-audit services performed by the independent registered public accounting firm in order to assure that the provision of such services does not impair the independent registered public accounting firms independence. Unless a type of service to be provided by the independent registered certified public accounting firm has received general pre-approval, it will require specific pre-approval by the Audit Committee. For the fiscal years ended December 31, 2020 and 2019, all fees associated with the independent registered public accounting firms services were pre-approved by the Audit Committee.
The Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated will report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent registered public accounting firm to management.
### Part IV
Item 15.
Exhibits.
The exhibits listed below are filed with this Amendment and the exhibits listed in Item 15 of the Original Form 10-K are hereby incorporated by reference in this Amendment.
Signatures<|endoftext|>Seaport Global Acquisition Corp. (the Company) is filing this Amendment No.1 on Form10-K/A (the Amendment) to amend and restate certain items in its Annual Report on
Form10-K as of December31, 2020 and for the period from July24, 2020 (inception) through December31, 2020, originally filed with the U.S. Securities and Exchange Commission (the SEC) on April2, 2021 (the Original 10-K).
The SEC Staff Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to those issued by the Company at the time of its initial public offering in December2020.
On December2, 2020, the Company consummated an initial public offering (the IPO) of 14,375,000 units. Each unit consists of one share of ClassA common stock of the Company, par value $0.0001 per share, and three-quarters of one redeemable warrant of the Company, with each whole warrant entitling the holder thereof to purchase one ClassA common stock for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $143,750,000.
Simultaneously with the closing of the initial public offering, the Company completed the private sale of an aggregate of 6,062,500 private placement warrants to the Companys sponsor, Seaport Global SPAC, LLC, at a purchase price of $1.00 per private placement warrant, generating gross proceeds of $6,062,500.
### Effects of Restatement
As a result of the factors described above, the Company has included in this Amendment: (i)certain restated items on the previously issued balance sheet dated as of December2, 2020, the date that the IPO closed, that were previously reported on a Current Report on Form8-K filed with the SEC on December8, 2020 (the IPO Closing 8-K), and (ii)restated financial statements as of December31, 2020 and for the period from July24, 2020 through December31, 2020 that were previously reported on the Original 10-K, to restate the following non-cash items: understatement of liabilities and overstatement of ClassA common stock subject to possible redemption by approximately $22.8 million and $17.3 million as of December2, 2020 and December31, 2020, respectively; overstatement of additional paid-in capital and understatement of accumulated deficit by approximately $2.3 million as of December31, 2020; understatement of net income by approximately $2.3 million for the period from July24, 2020 through December31, 2020; and understatement of basic and diluted net income per share, non-redeemable common stock of $0.50 for the period from July24, 2020 through December31, 2020.
Items Amended
Risk Factors; (ii)PartII,Item 7. (iii)PartII,Item 8. and (iv) Part II, Item 9a; (v)PartIV,Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Financial statements, review of the financial information included in our Forms
10-Q for the respective periods and other required filings with the SEC for the period from December 31, 2019 through December 31, 2020 totaled $88,490.
### Audit-Related Fees
We did not pay Withum for consultations concerning financial accounting and reporting standards for the period from December31, 2019 through December31, 2020.
Tax Fees
We did not pay Withum for tax planning and tax advice for the period from December31, 2019 through December31, 2020.
### All Other Fees
We did not pay Withum for other services for the period from December31, 2019 through December31, 2020.
Pre-Approval
### Policy
Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non- audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).
PART IV
ITEM15.
(a)
10-K/A:
(1)
Financial Statements:
(2)
None.
(3)
### Exhibits
Exhibit
No.
Description
3.1
4.1
4.2
Description of Registrants Securities.*
10.1
10.2
Investment Management Trust Account Agreement between Continental Stock Transfer& Trust Company and the Company.(1)
10.3
Agreement among the Registrant, the Sponsor and certain other equityholders named therein. (1)
10.4
Letter Agreement among the Registrant, the Sponsor and the Registrants officers and directors.(1)
10.5
Administrative Services Agreement between the Registrant and the Sponsor.(1)
10.6
Forward Purchase Agreement between the Registrant and an affiliate of the Sponsor. (1)
List of Subsidiaries*
31.1
13a-14(a) and
31.2
13a-14(a) and
32.1
32.2
### Exhibit
No.
Description
101.INS
Inline XBRL Instance Document the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. *
101.SCH
Inline XBRL Taxonomy Extension Schema Document *
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document *
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document *
The cover page for the Companys Quarterly Report on Form 10-K has been formatted in Inline XBRL and contained in Exhibit 101
*
Filed herewith
**
Furnished herewith
(1)
8-K, filed with the SEC on November23, 2020.
ITEM16.
FORM
10-K
### SUMMARY
Not applicable.<|endoftext|>WASHINGTON, D.C. 20549
### FORM 10-K /A
Amendment No. 1
(MARK ONE)
[X]
For the fiscal year ended January 31, 2021 or
[_]
For the transition period from _________ to _________
Commission File Number:
0-55077
### NEUTRA CORP.
Wyoming
27-4505461
(I.R.S.
54 Sugar Creek Center Blvd., Suite 200
### Sugar Land, Texas
(Zip code)
702-793-4121
### Title of Each Class
Common stock $0.001 par value
### OTC Markets QB
Yes [_] No [X]
### Yes [_] No [X]
Yes [X] No [_]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
### Yes [X] No [_]
Indicate by check mark if disclosures of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Yes [X] No [_]
Large accelerated filer
[_]
Accelerated filer
[_]
Non-accelerated filer
[X]
Smaller reporting company
[X]
(Do not check is smaller reporting company)
Emerging growth company
[_]
[_]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
### Yes [_] No [X]
The Aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter, July 31, 2020 was $2,181,705.
There were 1,518,950,011 shares of the Registrants common stock outstanding as of May 17, 2021.
### EXPLANATORY NOTE
1 to our Annual Report on Form 10-K for the year ended January 31, 2021 (Form 10-K) is to submit Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the Interactive Data Files for our Form 10-K for the year ended January 31, 2021, filed with the Securities and Exchange Commission on May 17, 2021.
PART IV
ITEM 15.
______________
(1)
Incorporated by reference to our Form S-1 filed with the Securities and Exchange Commission on February 24, 2011.
(2)
Previously filed or furnished with original Annual Report on Form 10-K for January 31, 2021 filed with the Securities and Exchange Commission on May 17, 2021.
(3)<|endoftext|>we, us or our company are to Eucrates Biomedical Acquisition Corp., a BVI business company with limited liability; the BVI are to the British Virgin Islands; founder shares are to ordinary shares initially purchased by our sponsor in a private placement prior to our initial public offering; initial shareholders are to our sponsor and any of our officers or directors that hold founder shares; insiderunits are to the units sold to our sponsor and/or its designees upon consummation of our initial public offering; our management or our management team refer to our officers and directors; privateunits refer to the insiderunits; ordinary shares refer to the ordinary shares of no par value in the company; private shares and private warrants refer to the ordinary shares and warrants, respectively, included within the privateunits; public shares are to ordinary shares which were sold as part of theunits in our initial public offering and references to public shareholders refer to the holders of our public shares, including our initial shareholders to the extent our initial shareholders purchase public shares, provided that their status as public shareholders shall exist only with respect to such public shares; our sponsor are to Eucrates LLC, a Delaware limited liability company, the managing members of which are Parag Saxena, our Chief Executive Officer, and Stelios Papadopoulos, our Chairman; and our warrants or public warrants are to the warrants which were sold as part of theunits in our initial public offering.
### EXPLANATORY NOTE
Eucrates Biomedical Acquisition Corp. 1 to the Annual Report on Form 10-K/A, or this Amendment, to amend our Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on March 31, 2021, or the Original Filing, to restate our financial statements as of and for the periods ended October 27, 2020 and December 31, 2020 included in the Companys Current Report on Form 8-K and Annual Report on Form 10-K filed with the SEC on November 2, 2020 and March 31, 2021, respectively (collectively, the Original Financial Statements).
As a result, on June 17, 2021, after consultation with Marcum LLP, the Companys independent registered public accounting firm, the Companys board of directors concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.
The Company has not amended its Current Report on Form 8-K filed on November 2, 2020 for the period affected by the restatement.
### Restatement Background
ii
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15.<|endoftext|>CytRx Corporation (the Company, we or us) is filing this Amendment No.1 on Form 10-K/A (the Amendment) to its annual report on Form 10-K for the fiscal year ended December 31, 2020, which was originally filed with the Securities and Exchange Commission (the Commission) on March 24, 2021 (the Original 10-K).
The purpose of the Amendment is (1)to file Exhibit4.3, which was inadvertently omitted from the Original 10-K, (2)to revise the title page to reflect that our securities are registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the Act) rather than Section12(b) of the Act and (3) to conform the formatting and wording of the cover page to the requirements of the latest version of Form 10-K. Except as otherwise expressly noted herein, this Amendment does not amend or otherwise update any other information in our Original 10-K. Accordingly, this Amendment should be read in conjunction with our Original 10-K.
### PART IV
Item 15.
(a) The following documents are filed as part of this 10-K:
(
) Consolidated
### Financial Statements
No financial statements are filed with this Amendment No.1. These items were included as part of the Original 10-K.
(2
)
None. Financial statement schedules have not been included because they are not applicable or the information is included in the financial statements or notes thereto.
(b) Exhibits
See Exhibit Index to this Annual Report, which is incorporated herein by reference.
### CytRx Corporation
Form 10-K Exhibit Index
*
**
### Filed herewith.
Confidential treatment has been requested or granted for certain portions which have been blanked out in the copy of the exhibit filed with the Securities and Exchange Commission. The omitted information has been filed separately with the Securities and Exchange Commission.
++
Pursuant to applicable securities laws and regulations, the Registrant is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as the Registrant has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fails to comply with the submission requirements. These interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.
Item 16.
### FORM 10-K SUMMARY
None. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Restated equity balances at January 1, 2019. For each subsequent quarter and year end, the liability was revalued and the change in fair value reflected in Change in fair value of warrant liability in the Statement of Operations.
The following presents a reconciliation of the unaudited Balance Sheets from the balances previously reported to the restated balances as of March 31, 2020, June 30,2020, September 30, 2020, March 31, 2019, June 30, 2019 and September 30, 2019.
The following presents a reconciliation of the unaudited Statements of Operations from the amounts previously reported to the restated amounts for the three month period ended March 31, 2020, the three and six month periods ended June 30, 2020, the three and nine month periods ended September 30, 2020, the three month period ended March 31, 2019, the three and six month periods ended June 30, 2019 and the three and nine month periods ended September 30, 2019.
The following tables contain the restatement of previously reported unaudited Statements of Cash Flows for the three month period ended March 31, 2020, the six month period ended June 30, 2020, the nine month period ended September 30, 2020, the three month period ended March 31, 2019, the six month period ended June 30, 2019 and the nine month period ended September 30, 2019.
On January 4, 2021 the Company consummated the business combination (the Closing) contemplated by the Agreement and Plan of Merger, dated as of August 6, 2020 (as amended, the Merger Agreement), by and among the Company, MFAC Merger Sub Inc., a Pennsylvania corporation and an indirect wholly-owned subsidiary of the Company (Merger Sub), BankMobile Technologies, Inc., a Pennsylvania corporation (BankMobile), Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of BankMobile (Customers Bank), and Customers Bancorp, Inc., a Pennsylvania corporation and the parent bank holding company for Customers Bank.
As a result of the Closing and the transactions contemplated by the Merger Agreement, (i) BankMobile merged with and into Merger Sub (the Merger), with Merger Sub surviving the Merger as a wholly-owned indirect subsidiary of the Company, and (ii) the Companys name was changed from Megalith Financial Acquisition Corp. to BM Technologies, Inc.
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were available to be issued on July 12, 2021. Other than the restatements above in Note 9, the Company determined that there have been no other events that have occurred that would require adjustments to the disclosures of the consolidated financial statements.
EXHIBIT INDEX
*
Filed herewith
**
Furnished herewith<|endoftext|>Inspired Entertainment, Inc. 1 on Form 10-K/A (the Amendment) to amend and restate certain items in its Annual Report on Form 10-K as of December 31, 2019, and September 30, 2018, and for the year ended December 31, 2019, the three months ended December 31, 2018, and the year ended September 30, 2018, originally filed with the U.S. Securities and Exchange Commission (the SEC) on March 30, 2020 (the Original 10-K).
As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 7,999,900 warrants originally issued as part of the Companys initial public offering (the IPO) and (ii) the 11,079,230 warrants issued in private placements in connection with the IPO and the Merger (as defined elsewhere in this Amendment) (the Private Placement Warrants, together with the Public Warrants, the Warrants).
On May 7, 2021, after consultation with Marcum LLP, the Companys independent registered public accounting firm (the Independent Accountants), the Companys management and the audit committee of the Companys Board of Directors (the Audit Committee) concluded that it is appropriate to restate the Companys previously issued audited financial statements as of December 31, 2019, and September 30, 2018, and for the year ended December 31, 2019, the three months ended December 31, 2018 and the year ended September 30, 2018 (the Relevant Periods), which were included in the Original 10-K. This Amendment includes the restated audited financial statements for the Relevant Periods.
, the Company concluded that a provision in the warrant agreement precludes the Warrants from being accounted for as components of equity.
### Fair Value Measurement
Effects of Restatement
As a result of the factors described above, the Company has included in this Amendment restated financial statements as of December 31, 2019 and September 30, 2018, and for the year ended December 31, 2019, the three months ended December 31, 2018, and the year ended September 30, 2018, that were previously reported on the Original 10-K, to restate the following non-cash items:
See Note 1 to the Notes to Consolidated Financial Statements Restatement of Previously Reported Information included in Part IV, Item 15 of this Amendment for additional information on the restatement and the related financial statement effects.
For a discussion of managements consideration of this and other material weaknesses identified, see Item 9A.
Other Amendments
We have also taken the opportunity to update for minor discrepancies in our liquidity and capital resources discussion in Part II, Item 7.
### Items Amended
The following items are amended in this Amendment: (i) Part II, Item 7. ; (ii) Part II, Item 9A. Controls and Procedures; and (iii) Part IV, Item 15.<|endoftext|>Millennium Group Management LLC is the managing member of Millennium Management LLC, which is the general partner of Millennium International Management LP, the investment manager to ICS Opportunities, Ltd. Millennium Group Management LLC may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies (US) LLC. The foregoing is based on information contained in a Schedule 13G filed with the Securities and Exchange Commission on January11, 2021.
As of December31, 2020, we had no compensation plans (including individual compensation arrangements) under which equity securities of the registrant were authorized for issuance.
PART IV
ITEM15. EXHIBITS, FINANCIAL STATEMENTS, AND SCHEDULES
(1) Financial Statements:
### Page
F-2
### Financial Statements:
Balance Sheet as of December31, 2020 (Restated)
F-3
Statement of Operations for the Period from May 19, 2020 (inception) through December31, 2020 (Restated)
F-4
Statement of Changes in Stockholders Equity for the Period from May19, 2020 (inception) through December31, 2020 (Restated)
F-5
Statement of Cash Flows for the Period from May 19, 2020 (inception) through December31, 2020 (Restated)
F-6
Restated Notes to Financial Statements
F-7
### None.
ExhibitNo.
Description
3.1
3.2
Bylaws.**
4.1
Specimen Unit Certificate.**
4.2
Specimen Share Certificate.**
4.3
4.4
Warrant Agreement between Continental Stock Transfer
4.5
10.1
Form of Letter Agreement from each of the Registrants initial stockholders, officers and directors.**
10.2
Investment Management Trust Agreement between Continental Stock Transfer
10.3
### Registration Rights Agreement*
Code of Ethics.**
31.1
Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section
31.2
Certification of Principal Financial Officer and Principal Financial and Accounting Officer pursuant to Section
### Certification pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
101.
INS Inline XBRL Instance Documentthe instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.
SCH Inline XBRL Taxonomy Extension Schema Document
101.
CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
ExhibitNo.
Description
101.
DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.
LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.
PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
*
Incorporated by reference to the Registrants Current Report Form
8-K filed on August10, 2020.
**
S-1
(SEC File Nos.
333-239941 and
333-240430).
Item16. FORM
10-K
### SUMMARY
None.<|endoftext|>### EXPLANATORY NOTE
Quotient Limited. 1 to its Annual Report on Form 10-K/A for the fiscal year ended March 31, 2021 (this Amendment No. Securities and Exchange Commission (the SEC) on June 3, 2021 (the Original Form 10-K or the Original Filing) to amend and restate the Companys Annual Report on Form 10-K, as further described below.
1 on Form 10-K/A to reflect restatements to the Companys audited consolidated financial statements as of and for the fiscal year ended March 31, 2021, 2020, and 2019 and relevant unaudited condensed consolidated financial information for the fiscal year 2021 quarterly periods to correct errors in the Companys accounting for its 12% Senior Secured Notes due 2024 (Secured Notes) and related royalty rights agreements. Subsequent to the issuance of the Original Form 10-K, management of the Company determined that it did not identify the correct accounting treatment at the time of entering into these transactions, and accounted for these instruments on a combined basis instead of treating these as separate freestanding financial instruments. This non-cash error resulted in an understatement of interest expense and total liabilities associated with these instruments.
This Amendment No.
For reasons discussed above, we are filing this Amendment in order to amend the following items in our Original Filing to the extent necessary to reflect the adjustments discussed above and make corresponding revisions to our financial data cited elsewhere in this Amendment.
### Item 7 of Part II,
and
Item 15 of Part IV, Exhibits and Financial Statement Schedules
The Company is also filing an amended Quarterly Report on Form 10-Q/A for the quarterly period ended June 30, 2021 to restate the previously issued interim condensed consolidated financial statements due to the accounting matter described above.
In connection with the restatement, the Company has also corrected certain errors that the Company previously determined to be immaterial.
### Refer to Note 2,
Restatement of Previously Reported Consolidated Financial Statements
As a result of the restatement, the Company has concluded its disclosure controls and procedures and internal control over financial reporting were not effective as of March 31, 2021 due to a material weakness in the Company's internal control over financial reporting as of March 31, 2021.
Page
### PART I
Item1. Business
### Item1A. Risk Factors
Item1B. Unresolved Staff Comments
### Item2. Properties
Item3. Legal Proceedings
### Item4. Mine Safety Disclosures
PART II
Item5.
### Item6.
Item7.
Item8.
Item9.
### Item9A. Controls and procedures
Item9B. Other information
### PART III
Item10.
### Item11. Executive Compensation
Item12.
Item13.
### Item14.
PART IV
Item15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Social Capital Hedosophia Holdings Corp. 1 on Form 10-K/A (the Amendment) to amend and restate certain items in its Annual Report on Form 10-K as of December 31, 2020 and for the period from July 10, 2020 (inception) through December 31, 2020, originally filed with the U.S.
On April 22, 2021, after consultation with Marcum LLP, the Companys independent registered public accounting firm (the Independent Accountants), the Companys management and the audit committee of the Companys Board of Directors (the Audit Committee) concluded that it is appropriate to restate the Companys previously issued audited financial statements as of December 31, 2020 and for the period from July 10, 2020 (inception) December 31, 2020 (the Relevant Period), which were included in the Original 10-K.
As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 20,125,000 redeemable warrants (the Public Warrants) that were included in the units issued by the Company in its initial public offering (the IPO) and (ii) the 8,000,000 redeemable warrants that were issued to the Companys sponsor in a private placement that closed concurrently with the closing of the IPO (together with the Public Warrants, the Warrants).
### Fair Value Measurement
### Effects of Restatement
As a result of the factors described above, the Company has included in this Amendment: (i)certain restated items on the previously issued balance sheet dated as of October 14, 2020, the date that the IPO closed, that were previously reported on a Current Report on Form 8-K filed with the SEC on October 20, 2021 (the IPO Closing 8-K), and (ii)restated financial statements as of December 31, 2020 and for the period from July 10, 2020 through December 31, 2020 that were previously reported on the Original 10-K, to restate the following non-cash items: understatement of liabilities and overstatement of temporary equity by approximately $44.2 million and $99.3 million as of October 14, 2020 and December 31, 2020, respectively; understatement of additional paid-in capital and accumulated deficit by approximately $55.1 million as of December 31, 2020; understatement of net loss by approximately $55.1 million for the period from July 10, 2020 through December 31, 2020; and understatement of basic and diluted net loss per share, non-redeemable ordinary shares of $(2.50) for the period from July 10, 2020 through December 31, 2020.
See Note 2 to the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Amendment for additional information on the restatement and the related financial statement effects.
Items Amended
Risk Factors; (ii) Part II, Item 7. (iii) Part II, Item 8. (iv) Part II, Item 9A. Controls and Procedures; and (v) Part IV, Item 15.<|endoftext|>None
EXPLANATORY NOTE
This Amendment No.1 to the Annual Report on Form 10-K (this Amendment) of Altria Group, Inc. (Altria) amends Altrias Annual Report on Form 10-K for the year ended December31, 2020, which Altria filed with the Securities and Exchange Commission (SEC) on February 26, 2021 (the Original Form 10-K). Altria is filing this Amendment to amend Item15 to include the consolidated financial statements of its foreign equity investee, Anheuser-Busch InBev SA/NV (ABI) as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018 (the ABI Financial Statements) in accordance with Rule 3-09 of SEC Regulation S-X. The ABI Financial Statements, which were prepared by ABI, were audited in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Except as otherwise expressly noted, this Amendment does not modify or update in any way (i)the consolidated financial position, the results of operations or cash flows of Altria, or (ii)the disclosures in or exhibits to the Original Form 10-K; nor does it reflect events occurring after the filing of the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and Altrias other filings made with the SEC subsequent to the filing of the Original Form 10-K.
### Part IV
Item15.
(a) The ABI Financial Statements found on pages F-1 to F-87 in Exhibit 99.4 are incorporated by reference in response to the requirements of this Item15(a).
(b) The following exhibits are filed as part of this Amendment:
23.1
Consent of PwC Bedrijfsrevisoren BV / Rviseurs dEntreprises SRL, independent registered public accounting firm
23.2
Consent of Deloitte Bedrijfsrevisoren/Rviseurs dEntreprises
BV
/S
RL, independent registered public accounting firm.
31.3
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.3
Certification of Chief Executive Officer pursuant to 18 U.S.C.
32.4
Certification of Chief Financial Officer pursuant to 18 U.S.C.
99.4
Anheuser-Busch InBev SA/NV consolidated financial statements as of
December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018; and
Independent Registered Public Accounting Firms Reports as of
### December 31,
20 and 2019 and for the years ended December 31, 2020, 2019 and 2018
Incorporated by reference to Anheuser-Busch InBev SA/NVs Annual Report on Form 20-F for the year ended December 31, 2020.<|endoftext|>1, 2019
10.49*
Exchange Agreement, dated as of March 9, 2020, by and between Basic Energy Services, Inc. and Ascribe III Investments LLC (Incorporated by reference to Exhibit 10.1 to Form 8-K (SEC File No.
10.50*
First Amendment to Exchange Agreement, dated November 5, 2020, by and between Basic Energy Services, Inc. and Ascribe III Investments LLC (Incorporated by reference to Exhibit 10.2 to Form 8K (SEC File No.
10.51
Second Amendment to Exchange Agreement, dated March 31, 2021, by and between Basic Energy Services, Inc. and Ascribe III Investments LLC
10.52*
Stockholders Agreement, dated as of March 9, 2020, by and between Basic Energy Services, Inc. and Ascribe III Investments LLC (Incorporated by reference to Exhibit 10.2 to Form 8-K (SEC File No.
10.53*
Senior Secured Promissory Note, dated March 9, 2020, issued by Basic Energy Services, Inc. in favor of Ascribe III Investments LLC (Incorporated by reference to Exhibit 10.4 to Form 8-K (SEC File No.
10.54*
Bridge Note Guaranty Supplement, dated as of April 1, 2020, to Senior Secured Promissory Note issued by Basic Energy Services, Inc. in favor of Ascribe III Investments LLC (Incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10 Q (SEC File No.
10.55*
Second Lien Delayed Draw Promissory Note, dated October 15, 2020, by and between the Company and Ascribe III Investments LLC
10.56*
Second Lien Security Agreement, dated as of October 15, 2020, by and among the Company, certain subsidiaries of the Company party thereto and Ascribe III Investments LLC (Incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K (SEC File No.
10.57*
Commitment Agreement, dated November 5, 2020, by and between Basic Energy Services, Inc. and Ascribe III Investments LLC (Incorporated by reference to Exhibit 10.1 to Form 8K (SEC File No.
21.1
Subsidiaries of the Company
23.1
Consent of KPMG LLP
31.1
Certification by Chief Executive Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
31.2
31.3
Certification by Chief Executive Officer required by Rule 13a-14(a) and 15d-14(a) under Exchange Act.
31.4
32.1
Certification by Chief Executive Officer pursuant to 18 U.S.C.
32.2
101.INS
XBRL Instance Document
101.SCH
101.CAL
101.LAB
101.PRE
101.DEF
*
### Incorporated by reference
The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.
#
The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation SK Item 601(a)(5). The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.<|endoftext|>14, 2020, Mr. Kantor waived accrued payroll amounts in the amount of $8,334. As of December 31, 2020, Ondas Networks accrued an additional $2,956 for salary owed during 2020 to Mr. Kantor. Kantor $137,416.
Between June 2 and December 31, 2020, we accrued $115,385 for salary owed to Thomas V. Bushey, then President of the Company. On January 19, 2021, Mr. For a discussion of the Separation Agreement with Mr. Bushey, including the Consulting Agreement see Item 11 Executive Compensation.
As of December 31, 2017, Ondas Networks accrued $178,125 in salary owed for 2016 and 2017 to Menashe Shahar, an employee of Ondas Networks and more than 5% stockholder of Ondas Holdings. Shahar. Shahar $93,229. The balance of $93,230 is expected to be paid during the second quarter of 2021.
### Director Independence
A majority of our Board is independent under the rules of Nasdaq. Our Board has undertaken a review of the independence of our directors and considered whether any director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, our Board has determined that Messrs.Cohen, Reisfield, Seidl, Silverman and Ms. Sood are independent directors as defined under the rules of Nasdaq.
Item 14.
Rosenberg Rich Baker Berman, P.A. (RRBB) has served as the Companys independent registered public accounting firm since June 28, 2018.
Aggregate fees billed to the Company for the years ended December 31, 2020 and 2019 by RRBB were as follows:
Audit fees and audit-related fees consist of fees associated with the annual audit, including the reviews of our quarterly reports. Tax fees included the preparation on our tax returns. All other fees consist of fees associated with services provided related to all other filings with the SEC as well as consents.
On September 28, 2018, the Audit Committee of our Board adopted a policy and related procedures requiring its pre-approval of all audit and non-audit services to be rendered by its independent registered public accounting firm. These policies and procedures are intended to ensure that the provision of such services do not impair the independent registered public accounting firms independence. All services provided by RRBB during the years ended December 31, 2020 and 2019 were approved by the Audit Committee.
Item 15.
*
Filed herewith.
**
This certification is being furnished and shall not be deemed filed with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.
#
Item 16.
Form 10-K Summary.
None. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
### EXPLANATORY NOTE
Churchill Capital Corp IV (Churchill, the Company, we, our or us) is filing this Annual Report on Form 10-K/A (Amendment No. 1 or the Amendment), or this Annual Report, to amend our Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March 16, 2021 (the Original Filing), to restate our financial statements for the period ended December 31, 2020. We are also restating the financial statements as of August 3, 2020 and as of and for the period ended September 30, 2020 (collectively, the Original Financial Statements), in the accompanying financial statements included in this Annual Report.
Restatement Background
On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a public statement (the SEC Warrant Accounting Statement) on accounting and reporting considerations for warrants issued by special purpose acquisition companies (SPACs). The SEC Warrant Accounting Statement discussed certain features of warrants issued in SPAC transactions that may be common across many entities. The SEC Warrant Accounting Statement indicated that when one or more of such features is included in a warrant, the warrant should be classified as a liability measured at fair value, with changes in fair value each period reported in earnings.
This Amendment reflects the correction of the following errors identified in light of the SEC Warrant Accounting Statement, subsequent to the filing of the Original Financial Statements (see Item 8 and Note 2 of the notes to the financial statements included herein for more details on the impact of the restatement on our financial statements).
As a result, on May 14, 2021, the Company's management and the Audit Committee of the Company's board of directors (the "Audit Committee"), after consultation with management and a discussion with Marcum LLP, the Company's independent registered public accounting firm (the "Independent Accounting Firm"), concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.
In connection with the restatement, the Company's management has re-evaluated the effectiveness of the Company's disclosure controls and procedures and internal control over financial reporting as of December 31, 2020. The Company's management has concluded that the Company's disclosure controls and procedures and internal control over financial reporting were not effective as of December 31, 2020, due to a material weakness in internal controls over financial reporting solely related to the accounting for warrants described above.
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15.<|endoftext|>Minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with our sponsor, directors or officers unless we, or a committee of independent and disinterested directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. However, the following payments may be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from (i)funds held outside the trust account or (ii)permitted withdrawals: repayment of an aggregate of up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; payment to our sponsor of a total of $10,000 per month, for up to 24months, for office space, administrative and support services; and repayment of loans which may be made by our sponsor, Starboard or our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto.
These payments may be funded using the net proceeds of the IPO and the sale of the private placement warrants not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith.
### Director Independence
Nasdaq rulesrequire that a majority of our board of directors be independent. Our board has determined that each of Pauline J. Greene and Lowell W. Robinson is an independent director under applicable SEC and Nasdaq rules.
### Item 14
### Audit Fees
The aggregate fees billed by WithumSmith+Brown, PC for audit fees, inclusive of required filings with the SEC for the year ended December31, 2020 and for the period from November14, 2019 (inception) through December31, 2019, and for services rendered in connection with our IPO, totaled $90,125 and $16,892, respectively.
Audit-Related Fees.
We did not pay WithumSmith+Brown, PC any audit-related fees for the year ended December31, 2020 and for the period from November14, 2019 (inception) through December31, 2019.
### Tax Fees
We did not pay WithumSmith+Brown, PC any tax fees for the year ended December31, 2020 and for the period from November14, 2019 (inception) through December31, 2019.
All Other Fees
We did not pay WithumSmith+Brown, PC any other fees for the year ended December31, 2020 and for the period from November14, 2019 (inception) through December31, 2019.
### Pre-Approval Policy
Our audit committee was formed in connection with the consummation of our IPO.
### PARTIV
Item 15.<|endoftext|>Independent director as defined under applicable Nasdaq rules, including, in the case of all the members of our audit committee, the independence criteria set forth in Rule
10A-3 under the Exchange Act, and in the case of all the members of our compensation committee, the independence criteria set forth in Rule
10C-1 under the Exchange Act. In making such determination, our board of directors considered the relationships that each such non-employee director has with our company and all other facts and circumstances that our board of directors deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each non-employee director. Dr.Kakkar is not an independent director under these rules because he is our chief executive officer, and Mr.Crane is not an independent director under these rules because he has received more than $120,000 in consulting fees from us during a
12-month period within the last three years.
ITEM14.
The following table sets forth the fees of Deloitte& Touche LLP billed to us for each of the last two fiscal years for audit services and billed to us in each of the last two fiscal years for other services:
(1)
Audit fees consist of fees for the audit of our annual financial statements, the review of the interim financial statements included in our quarterly reports on
### Form10-Q,our
IPO that was completed in July 2020 and other professional services provided in connection with regulatory filings or engagements.
(2)
Tax fees consist of fees for professional services, including tax compliance, advice and tax planning.
### Audit
CommitteePre-ApprovalPolicy and Procedures
Our audit committee has adopted policies and procedures relating to the approval of all audit andnon-auditservices that are to be performed by our independent registered public accounting firm. This policy provides that we will not engage our independent registered public accounting firm to render audit ornon-auditservices unless the service is specifically approved in advance by our audit committee or the engagement is entered into pursuant to thepre-approvalprocedure described below.
From time to time, our audit committee maypre-approvespecified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any suchpre-approvalis detailed as to the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.
During our 2019 and 2020 fiscal years, no services were provided to us by Deloitte& Touche LLP other than in accordance with thepre-approvalpolicies and procedures described above.
### ITEM15.
(b)Exhibits.
Exhibit
No.
Description
31.3
### Rules13a-14(a)and
31.4
Certification of Principal Financial Officer Pursuant to
### Rules13a-14(a)and<|endoftext|>We have no such related party transactions.
Director Independence
In accordance with the disclosure requirements of the SEC, we have adopted the Nasdaq listing standards for independence. Each of our non-employee directors is independent in accordance with the definition set forth in the Nasdaq rules.
### Item 14: Principal Accountant Fees and Services.
In December 2012, we engaged Marcum, LLP (Marcum) as our independent registered public accounting firm to audit our financial statements. Beginning with the fiscal year ended October 31, 2012, Marcum has audited our financial statements. The following table presents fees for professional services rendered by Marcum for the fiscal years ended October 31, 2020 and 2019:
(1)
Audit Fees consisted primarily of annual audit fees and reviews of the Companys quarterly reports on Form 10-Q.
(2)
Tax Fees consisted primarily of services related to tax compliance, including the preparation, review and filing of tax returns.
(3)
All Other Fees consisted primarily of services related to the review of securities registration documents and other non-audit reviews.
The Audit Committee will pre-approve all auditing services and the terms thereof (which may include providing comfort letters in connection with securities underwriting) and non-audit services (other than non-audit services prohibited under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Public Company Accounting Oversight Board) to be provided to us by the independent auditor; provided, however, the pre-approval requirement is waived with respect to the provisions of non-audit services for us if the de minimus provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied. This authority to pre-approve non-audit services may be delegated to one or more members of the Audit Committee, who shall present all decisions to pre-approve an activity to the full Audit Committee at its first meeting following such decision. The Audit Committee may review and approve the scope and staffing of the independent auditors annual audit plan.
### PART IV
3. List of Exhibits.
See the Exhibit Index in Item 15(b) below.
### Exhibit Number
Description of Exhibits
4.11*
Description of each class of securities registered under Section 12 of the Securities Exchange Act of 1934
10.32
and Kenneth A. Berlin, dated April 23, 2018 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 23, 2018).
10.33*
and Andres Gutierrez, M.D., dated April 23, 2018.
31.1*
31.2*
32.1*
Certification of Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification of Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002
*
### Filed herewith.
Denotes management contract or compensatory plan or arrangement.
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Combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. The warrants would be identical to the placement warrants issued to the initial holder. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.
After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combinationbusiness to determine executive and director compensation.
We have entered into a registration rights agreement with respect to the founder shares, private placement warrants and warrants issued upon conversion of working capital loans (if any) and the shares of Class A ordinary shares issuable upon exercise of the foregoing and upon conversion of the founder shares.
### Related Party Policy
Our audit committee must review and approve any related person transaction we propose to enter into.
Any member of the audit committee who has an interest in the transaction under discussion must abstain from any voting regarding the transaction, but may, if so requested by the chairman of the audit committee, participate in some or all of the audit committees discussions of the transaction.
### Item14
### Audit Fees
The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the year ended December 31, 2020 and for the period from June 13, 2019 (inception) through December 31, 2019 totaled $50,985 and $44,805, respectively.
Audit-Related Fees.
We paid Marcum $3,506 for consultations concerning financial accounting and reporting standards for the year ended December 31, 2020 and $0 for the period from June 13, 2019 (inception) through December 31, 2019.
### Tax Fees
We paid Marcum $12,463 for tax planning and tax advice for the year ended December 31, 2020 and $0 for the period from June 13, 2019 (inception) through December 31, 2019.
All Other Fees
We did not pay Marcum for other services for the year ended December 31, 2020 and for the period from June 13, 2019 (inception) through December 31, 2019.
### Pre-Approval Policy
Item 15<|endoftext|>This Amendment No. 1 on Form 10-K/A (this Amendment) of Tauriga Sciences, Inc. (the Company) amends the Companys Annual Report on Form 10-K for the year ended March 31, 2021 (the Original Report), originally filed with the Securities and Exchange Commission on June 29, 2021 (the Original Filing Date). This Amendment is being filed solely for the purpose of indicating on Scriveners Error in the published financial statements. In this amendment the Company is represent the Consolidated Balance Sheet and the Consolidated Statement of Cash Flows for the year ended March 31, 2021 and 2020. The Consolidated Statement of Operations and the Consolidated Statement of Stockholders Equity (Deficit) remain unchanged from the Original Report.
The numbers affected in this amendment relate to Inventory, Prepaid Inventory and Prepaid Expenses. The amount on the Original Report correctly listed Current Assets as $2,396,567. This total for Current assets is correct and remains unchanged. The amount listed for Inventory was transcribed incorrectly from our records and was not noticed prior to the publication of this report. The sum of the Current assets was different than the total presented. The total of inventory on hand of $201,372 instead of the previously reported $647,013. This change reflected in the below presented financial statements had no effect on the Cash Used in Operating Activities, Current Assets or Total Assets.
As a result of the Scriveners Error, there were also changes necessary in the presentation of the Consolidated Cash Flow Statement. The Original Report indicated an increase in Prepaid Assets in the amount of $1,348 which was represented as a decrease of $20,544. The Original Report indicated an increase in Inventory (including deposits on inventory not received) of $518,302 which was represented as an increase of $495,861. Additionally, the Original Report indicated an increase in Accounts Payable of $296,892 which was represented to an increase of $314,892. As a result of these figures not summing correctly, the Cash used in Operating Activities was not impacted.
The last effect of the Scriveners Error was the duplication of the repayment of a loan from an officer. The Original Report indicated Cash Used by Investing Activities in the amount of $50,159. This amount was already as Cash Used in Financing Activities. This report represents Cash Used in Financing Activities as $369,854 compared to the Original Report stating $420,013.
ITEM 8.
TAURIGA SCIENCES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(IN US$)
TAURIGA SCIENCES, INC. AND SUBSDIARY
(IN US$)
### ITEM 15.
The following exhibits are filed herewith as a part of this Amendment.
Exhibit Number
Description
31.1
Certification of Chief Executive Officer of Tauriga Sciences, Inc.
31.2
32.1
Certification of Principal Executive Officer of Tauriga Sciences, Inc. 63
32.2
63<|endoftext|>Consulting, LLC and is the beneficial owner of Basil Consulting, LLC.
(4)
Mr. Edward C. DeFeudis is a Director of the Company, and has control and dispositive power over Spider Investments, LLC and is the beneficial owner of Spider Investments, LLC.
Item 13.
### Director Independence
We currently do not have any independent directors as the term independent is defined by the rules of the Nasdaq Stock Market.
Item 14.
The following is a summary of the fees billed to us by BF Borgers CPA, PC for professional services rendered for the fiscal year ended June 30, 2021 and 2020:
### Audit Fees
Consists of fees billed for professional services rendered for the audit of our consolidated financial statements and review of interim consolidated financial statements included in quarterly reports and services that are normally provided in connection with statutory and regulatory filings or engagements.
Audit Related Fees
Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under Audit Fees.
### Tax Fees
All Other Fees
Consists of fees for product and services other than the services reported above.
### Board of Directors' Pre-Approval Policies
Our Board of Directors' policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit related services, tax services, and other services. The independent auditors and management are required to periodically report to the Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval and the fees for the services performed to date.
Our Board of Directors has reviewed and discussed with BF Borgers CPA P.C. (BF), our audited consolidated financial statements contained in this Annual Report on Form 10-K for the fiscal years ended June 30, 2021 and 2020. The Board of Directors also has discussed with BF the matters required to be discussed pursuant to SAS No. 61 (Codification of Statements on Auditing Standards, AU Section 380), which includes, among other items, matters related to the conduct of the audit of our consolidated financial statements.
Our Board of Directors has received and reviewed the written disclosures and the letter from BF required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and has discussed with Farber Hass Hurley LLP its independence from our company.
Based on the review and discussions referred to above, the Board of Directors determined that the audited consolidated financial statements be included in our Annual Report on Form 10-K for our fiscal year ended June 30, 2021 for filing with the SEC.
### Item 15. Exhibits
The following exhibits are filed herewith:<|endoftext|>With our Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. In the event that our Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account.
After our Business Combination, members of our management team who remain with us may be paid consulting or management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.
On August 3, 2020, the Company entered into an agreement to pay monthly recurring expenses to The Gores Group of $20,000 for office space, utilities and secretarial support. The agreement terminates upon the earlier of the completion of a Business Combination or the liquidation of the Company.
Director Independence
Nasdaq listing standards require that a majority of our Board be independent. An independent director is defined generally as a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship which in the opinion of the Companys Board, would interfere with the directors exercise of independent judgment in carrying out the responsibilities of a director. Bort, Patton and Rea are independent directors as defined in the Nasdaq listing standards and applicable SEC rules.
Fees for professional services provided by our independent registered public accounting firm since June 25, 2020 include:
(1)
Audit Fees.
(2)
Audit-Related Fees.
(3)
Tax Fees.
(4)
All Other Fees.
Item 15.Exhibits, and Financial Statement Schedules
(a)The following documents are filed as part of this Annual Report on Form 10-K:
Financial Statements:The financial statements listed in Index to the Financial Statements at Item 8. Financial Statements and Supplementary Data are filed as part of this Annual Report on Form 10-K.
(b)Exhibits:The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.
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Financial statements included in its Annual Report on Form 10-K, the review of Alexion's financial statements included in its Quarterly Reports on Form 10-Q, as well as professional services rendered in conjunction with acquisitions and other strategic transactions, services related to other SEC filings and statutory audits. Audit fees reported for the year ended December 31, 2019 include $63,000 of additional fees in connection with statutory audits that were not previously reported.
(2)
Tax services billed for the year ended December31, 2020 and 2019 primarily include tax support services.
(3)
All other fees for the year ended December31, 2020 and 2019 primarily include fees for accounting research software provided by PwC.
It is the Audit and Finance Committee's policy that it must pre-approve all audit and permissible non-audit services to be performed by Alexion's independent auditors, the fees to be paid for those services and the time period over which those services are to be provided. On an annual basis, the independent auditors present a listing of all services they expect to perform for Alexion in the ensuing one-year period, including fee estimates, in sufficient detail to enable the Audit and Finance Committee to perform an independent review of each proposed service. The Audit and Finance Committee reviews this list and approves appropriate services which, in the Audit and Finance Committee's judgment, will not impair the auditors' independence. With respect to any additional services proposed to be performed by the independent auditors during the year, our executive team will evaluate the impact on the independent auditor's independence and obtain Audit and Finance Committee approval for such service. The Audit and Finance Committee's Pre-Approval Policy authorizes the Chairman of the Audit and Finance Committee to pre-approve certain recurring services less than $250,000 and certain non-recurring services less than $50,000. The Chairman of the Committee must report any such approved services at the next following meeting of the Audit and Finance Committee.
All audit and permitted non-audit services performed by PwC during the years ending December31, 2020 and 2019 were pre-approved in accordance with the Audit and Finance
Committee's pre-approval policies. The Audit and Finance Committee has also considered whether the provision of the non-audit services described above is compatible with maintaining PwC's independence and has determined in their judgment that the provision of such services is compatible with maintaining PwC's independence.
ITEM 15.
31.3
Certificate of Chief Executive Officer pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 Sarbanes Oxley Act of 2002.
31.4
### Certificate of Chief
Financial
Officer pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 Sarbanes Oxley Act of 2002.
99.1<|endoftext|>Portions of the Registrants Proxy Statement relating to its 202
Annual Meeting of Stockholders, filed pursuant to Regulation 14A with the Securities and Exchange Commission on December
,
, are incorporated by reference into Part III of this Annual Report on Form 10-K.
### EXPLANATORY NOTE
PennantPark Investment Corporation, a Maryland corporation, or together with its subsidiaries, where applicable, or the Company, which may also be referred to as we, us or our, is filing this Amendment No. 1, or the Amendment, to our Annual Report on Form 10-K for the fiscal year ended September 30, 2020, or the Form 10-K, which was initially filed with the Securities and Exchange Commission, or the SEC, on November 19, 2020.
We are filing this Amendment to provide stand-alone audited financial statements for our investment in an unconsolidated controlled portfolio company, PT Networks Intermediate Holdings, LLC, or PT Networks, as of and for the years ended December 31, 2020 and 2019 (as Exhibit 99.6) as well as stand-alone unaudited financial statements for PT Networks as of and for the year ended December 31, 2018 (as Exhibit 99.7).
We have determined that this unconsolidated controlled portfolio company has met the conditions of a significant subsidiary under Rule 1-02(w) of Regulation S-X for which we are required, pursuant to Rule 3-09 of Regulation S-X, to provide separate audited financial statements as exhibits to the Form 10-K. In accordance with Rule 3-09(b)(1), the separate audited financial statements of PT Networks are being filed as an amendment to the Form 10-K, within 90 days after the end of PT Networks fiscal year.
This Amendment also includes the filing of new Exhibits 31.1, 31.2, 32.1 and 32.2, certifications of our Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a) and (b) of the Securities Exchange Act of 1934, as amended.
This Amendment does not reflect subsequent events that may have occurred after the original filing date of the Form 10-K or modify or update in any way disclosures made in the Form 10-K, except as required to reflect the revisions discussed above. Among other things, forward-looking statements made in the Form 10-K have not been revised to reflect events that occurred or facts that became known to us after filing of the Form 10-K, and such forward-looking statements should be read in their historical context. Furthermore, this Amendment should be read in conjunction with the Form 10-K and with our subsequent filings with the SEC.
### PART IV
Item 15.
The following documents are filed or incorporated by reference as part of this Annual Report:
(1)
Financial StatementsRefer to Item8 starting on page 54 of the Registrants Annual Report on Form 10-K filed on November 19, 2020.
(2)
(3)
### Exhibits
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
*
Filed herewith<|endoftext|>Exhibit 10.6 to the Companys Registration Statement on Form 10, as amended, filed with the SEC on January 23, 2018).
10.8
Employment Agreement dated March 1, 2016 by and between the Company and Matthew Feinstein (incorporated by reference to Exhibit 10.7 to the Companys Registration Statement on Form 10, as amended, filed with the SEC on January 23, 2018).
10.9
Employment Agreement dated March 1, 2016 by and between the Company and Theresa Flynt (incorporated by reference to Exhibit 10.8 to the Companys Registration Statement on Form 10, as amended, filed with the SEC on January 23, 2018).
10.10
Services Agreement dated July 19, 2016 between Charles Day of Sharper, Inc. and the Company (incorporated by reference to Exhibit 10.10 to the Companys Registration Statement on Form 10, as amended, filed with the SEC on January 23, 2018).
10.11
Restated Binding Letter of Intent dated March 29, 2018 by and between Sky Island Inc. and Pineapple Express Consulting, Inc.
10.12
License Agreement dated April 3, 2018 by and between the Company and Sky Island Inc.
10.13
Irrevocable Proxy dated March 8, 2017 by and between Sky Island, Inc., and Vincent Mehdizadeh, and Jaime Ortega (incorporated by reference to Exhibit 1 to the Schedule 13D, filed with the SEC on November 26, 2019).
10.14
Agreement, dated as of January 17, 2020, among the Company, Pineapple Ventures, Inc., the stockholders of Pineapple Ventures, Inc., and Jaime Ortega (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K, filed with the SEC on January 17, 2020).
10.15
Merchandise Licensing Agreement, dated June 23, 2017, among Pineapple Express, Inc. and Putnam Accessory Group, Inc.
10.16
Asset Purchase and Sale Agreement, dated September 2019, among Pineapple Express, Inc. and Neu-Ventures Inc.
10.17
Letter Agreement, dated as of March 2, 2020, among Pineapple Express, Inc., Pineapple Ventures, Inc. and Jaime Ortega (incorporated by reference to Exhibit 3.3 to the Companys Current Report on Form 8-K, filed with the SEC on April 20, 2020).
10.19
Independent Contractor Agreement dates as of May 29, 2020 by and between Pineapple, Inc. and Gianmarco Rullo (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K, filed with the SEC on June 10, 2020).
21.1
List of subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Companys Annual Report on Form 10-K, filed with the SEC on February 16, 2021, which is being amended hereby).
31.1*
31.2*
32.1**
32.2**
99.1
Summary of Significant Changes Caused by the Reincorporation Merger (incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K filed on August 03, 2020).
101.INS*
XBRL Instance Document.
101.SCH*
101.CAL*
101.DEF*
101.LAB*
101.PRE*
Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to the requirements of Item 15(a)(3) of Form 10-K.
*
Filed herewith.
**
Furnished herewith.<|endoftext|>### EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to the Annual Report on Form 10-K (the Form 10-K) for the period ended December 31, 2020, is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to the Form 10-K provides the financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language). This Amendment No. Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Exhibit Index
### Exhibits
Exhibit #
Incorporated by Reference
(Form Type)
### Filing Date
Filed with
### This
Report
Articles of Incorporation, as filed with the Nevada Secretary of State on November 18, 2010.
3.1
10-Q
11/14/2014
Certificate of Amendment, as filed with the Nevada Secretary of State on July 24, 2014.
3.2
10-Q
11/14/2014
Amended and Restated (As of August 17, 2016) Bylaws of AXIM Biotechnologies, Inc.
3.3
10-Q
8/22/2016
Certificate of Designation of Series B Preferred Stock.
3.4
10-Q
8/22/2016
Certificate of Designation of Series C Preferred Stock.
3.5
10-Q
8/22/2016
and Dr. George E. Anastassov.
10.1
10-Q
11/21/2016
and Lekhram Changoer.
10.2
10Q
11/21/2016
Employment Agreement effective September 1, 2016, by and between AXIM International, Inc. and Dr. Philip A. Van Damme.
10.3
10-Q
11/21/2016
Letter of Intent (Terms Sheet) dated September 3, 2018, by and between Impression Healthcare Limited and AXIM Biotechnologies, Inc.
10.4
10-K (A/1)
10/30/2019
Exclusivity Agreement dated September 3, 2018, by and between Impression Healthcare Limited and AXIM Biotechnologies, Inc.
10.5
10-K (A/1)
10/30/2019
Amendment #1 to Exclusivity Agreement dated December 11, 2018, by and between Impression Healthcare Limited and AXIM Biotechnologies, Inc.
10.6
10-K (A/1)
10/30/2019
Supply Agreement dated May 31, 2019, by and between Impression Healthcare Limited and AXIM Biotechnologies, Inc.
10.7
10-K (A/1)
10/30/2019
14.1
10-Q
11/20/2017
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.
31.1
X
23.1
X
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.
31.2
X
32.1
X
32.2
X
Nominating and Governance Committee Charter.
99.1
10-Q
11/20/2017
99.2
10-Q
11/20/2017
Audit Committee Charter.
99.3
10-Q
11/20/2017
XBRL Instance Document
101.INS
X
101.SCH
X
101.CAL
X
101.DEF
X
101.LAB
X
101.PRE
X | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
### EXPLANATORY NOTE
References throughout this Amendment No.2 to the Annual Report on Form10-K to we, us, the Company or our company are to Duddell Street Acquisition Corp., unless the context otherwise indicates.
This Amendment No.2 (Amendment No.2) to the Annual Report on Form10-K/A amends the Annual Report on Form10-K/A of Duddell Street Acquisition Corp. for the fiscalyear ended December31, 2020, as filed with the Securities and Exchange Commission (SEC) on March31, 2021 (the Original Filing).
In preparation of the Companys unaudited condensed financial statements as of and for quarterly period ended September30, 2021, the Company concluded it should restate its financial statements to classify all ClassA ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staffs guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its ClassA ordinary shares in permanent equity, or total shareholders equity. Although the Company did not specify a maximum redemption threshold, its Amended and Restated Memorandum and Articles of Association currently provides that the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. The Company revised this interpretation to include temporary equity in net tangible assets.
Therefore, on November21, 2021, the Companys management and the audit committee of the Companys board of directors (the Audit Committee), after consultation with Marcum LLP, the Companys independent registered public accounting firm, concluded that the Companys previously issued (i)audited balance sheet as of November2, 2020, as previously revised in the Companys Annual Report on Form10-K/A, as amended, for the fiscalyear ended December31, 2020, filed with the SEC on July26, 2021 (the 2020 Form10-K/A No.1); and (ii)audited financial statements included in the Companys 2020 Form10-K/A No.1; (collectively, the Affected Periods), should be restated to report all Public Shares as temporary equity and should no longer be relied upon.
We do not expect any of the above changes will have any impact on the Companys cash position and cash held in the trust account established in connection with the IPO (the Trust Account).
The Companys remediation plan with respect to such material weakness will be described in more detail in the Form10-Q for the quarterly period ended September30, 2021.
We are filing this Amendment No.2 to amend and restate the Original Filing with modification as necessary to reflect the restatements.
### PartI, Item1A. Risk Factors
PartII, Item7.
PartII, Item8.
### PartII, Item9A. Controls and Procedures
PartIV, Item15.<|endoftext|>And Dr. Schwartz are independent pursuant to the rules of the NYSE American.
The position of chairman of the board is not held by our chief executive officer at this time. The Board of Directors does not have a policy mandating the separation of these functions. We believe it is in our best interest that Mr. Bronfeld serve as the chairman of our Board of Directors. This decision was based on Mr. Bronfelds experience in the healthcare industry in Israel and globally and his years of experience serving on the Board of Directors of public and private companies. Our non-management directors hold formal meetings, separate from management, at least twice per year.
The following table sets forth fees billed to us by Kesselman & Kesselman, Certified Public Accountant (lsr.), a member of PricewaterhouseCoopers International Limited, our independent registered public accounting firm, during the fiscal years ended December 31, 2020 and 2019 for: (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements; and (iv) all other fees for services rendered.
Our Audit and Finance Committee has the sole authority to approve the scope of the audit and any audit- related services, as well as all audit fees and terms. The Audit and Finance Committee must pre-approve any audit and non-audit services provided by our independent registered public accounting firm. The Audit and Finance Committee will not approve the engagement of the independent registered public accounting firm to perform any services that the independent registered public accounting firm would be prohibited from providing under applicable laws, rules and regulations, including those of self-regulating organizations. The Audit and Finance Committee will approve permitted non-audit services by our independent registered public accounting firm only if it determines that using a different firm to perform such services will be more effective or economical. The Audit and Finance Committee annually reviews and pre-approves the statutory audit fees that can be provided by the independent registered public accounting firm.
### PARTIV
1.
Our consolidated financial statements, notes thereto, and schedules, required to be filed in our Annual Report on Form10-K are included in the Original Filing.
2.
### Exhibits.
The exhibits listed in the exhibit index below set forth additional exhibits required to be filed with this Amendment and are filed as part of this Annual Report on Form10-K/A.
Incorporated by Reference
### Exhibit
Number
ExhibitDescription
### Form
File
Number
### Exhibit
Date
Filed
Herewith
31.1
Certification of Chief Executive Officer pursuant to Rule13a-14(a)as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002
X
31.2
Certification of Chief Financial Officer pursuant to Rule13a-14(a)as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002
X
Cover Page Interactive Data File - formatted in Inline XBRL and included as Exhibit 101
X<|endoftext|>### EXPLANATORY NOTE
TS Innovation Acquisitions Corp. 1 on Form 10-K/A (the Amendment) to amend certain items in its Annual Report on Form 10-K as of December 31, 2020 and for the period from September 18, 2020 (inception) through December 31, 2020, originally filed with the U.S. Securities and Exchange Commission (the SEC) on March 16, 2021 (the Original 10-K).
Background of Restatement
On April 29, 2021, the Companys management and the audit committee of the Companys Board of Directors (the Audit Committee) concluded that it is appropriate to restate (i) the Companys previously issued audited financial statements as of December 31, 2020 and for the period from September 18, 2020 (inception) through December 31, 2020, which were included in the Original 10-K, and (ii) certain items on the previously issued audited balance sheet dated as of November 13, 2020, the date on which the Companys initial public offering (the IPO) closed, that were previously reported in a Current Report on Form 8-K filed with the SEC on November 19, 2020 (the IPO Closing 8-K).
On April 12, 2021, the Staff of the SEC issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs) (the SEC Statement). The terms described in the SEC Statement are common in SPACs and are similar to the terms contained in the warrant agreement governing the Companys warrants. In response to the SEC Statement, the Company reevaluated the accounting treatment of (i) the 10,000,000 public warrants (the Public Warrants) that were included in the units issued by the Company in its IPO and (ii) the 5,333,334 private warrants that were issued to the Companys sponsor in a private placement that closed concurrently with the closing of the IPO (together with the Public Warrants, the Warrants).
In further consideration of the guidance in Accounting Standards Codification (ASC) 815-40, Derivatives and HedgingContracts in Entitys Own Equity, the Company concluded that the terms of the warrant agreement preclude the Warrants from being accounted for as components of equity.
### Effects of Restatement
As a result of the factors described above, the Company has restated in this Amendment: (i) audited financial statements as of December 31, 2020 and for the period from September 18, 2020 (inception) through December 31, 2020 that were previously reported in the Original 10-K, and (ii) certain items on the previously issued audited balance sheet dated as of November 13, 2020, the date on which the IPO closed, that were previously reported in the IPO Closing 8-K, to correct the non-cash items described in Note 2 to the Notes to the Financial Statements included in Part II, Item 8 of this Amendment.
Items Amended
Risk Factors; (ii) Part II, Item 7. (iii) Part II, Item 8. (iv) Part II, Item 9A. Controls and Procedures; and (v) Part IV, Item 15.<|endoftext|>Atlas Crest Investment Corp. (the Company, Atlas Crest, we, our or us) is filing this Amendment No.1 to its Annual Report on Form10-K/A (this Amendment) to amend its Annual Report on Form10-K for the period ended December31, 2020, originally filed with the Securities and Exchange Commission (the "SEC"), on March8, 2021, or the Original Filing, to restate (i)its financial statements as of December31, 2020 and for the period from August26, 2020 (inception) through December31, 2020 and (ii)its financial statement as of October30, 2020 in the accompanying notes to the financial statements included in this Amendment, including describing the restatement and its impact on previously reported amounts.
As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i)the 16,666,667 redeemable warrants (the Public Warrants) that were included in the units issued by the Company in its initial public offering (the IPO) and (ii)the 8,000,000 redeemable warrants that were issued to the Companys sponsor in a private placement that closed concurrently with the closing of the Initial Public Offering (together with the Public Warrants, the Warrants).
("ASC 815"), the Company concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity.
### Fair Value Measurement
In accordance with ASC Topic 340,
### Other Assets and Deferred Costs
, as a result of the classification of the Warrants as derivative liabilities, the Company expensed a portion of the offering costs originally recorded as a reduction in equity. The portion of offering costs that was expensed was determined based on the relative fair value of the Public Warrants and shares of ClassA common stock included in the units.
The Companys prior accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Companys previously reported cash flows or cash.
In connection with the restatement, the Companys management reassessed the effectiveness of its disclosure controls and procedures as of December31, 2020. As a result of that reassessment and in light of the SEC Staff Statement, the Companys management determined that its disclosure controls and procedures as of December31, 2020 were not effective solely as a result of its classification of the warrants as components of equity instead of as derivative liabilities.
The Company has not amended its previously filed Current Report on Form8-K for the periods affected by the restatement.
See Note 2 to the Notes to Financial Statements included in PartII,Item 8 of this Amendment for additional information on the restatement and the related financial statement effects.
### EXPLANATORY NOTE
The following items are amended in this Amendment: (i)Item 1.A. Risk Factors, (ii) PartII,Item 7. (iii) PartII,Item 8. (iv) PartII,Item 9A. Controls and Procedures; (v) PartIII,Item 14. Principal Accounting Fees and Services; and (vi)PartIV,Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
This Amendment No.1 on Form 10-K/A (this Amendment) to the Annual Report on
Form 10-K of Sandston Corporation (the Company) for the fiscal year ended December31, 2020, initially filed with the Securities and Exchange Commission (the SEC) on March 29, 2021 (the Original Filing), is being filed to correct an administrative error in the Original Filing. The Original Filing inadvertently failed to print the conformed signature of Plante & Moran, PLLC on the (the Audit Report). The Company had received the manually signed Audit Report from Plante & Moran, PLLC prior to filing the Original Filing.
This Amendment is being filed to add /s/ Plante & Moran, PLLC to the Audit Report. This Amendment includes Item8, Financial Statements and Supplemental Data in its entirety and without change from the Original Filing other than the addition of the conformed signature of Plante & Moran, PLLC.
In addition, pursuant to the rules of the SEC, the exhibit list included in Item15 of Part IV of the Original Filing has been amended to contain currently-dated certifications from the Companys Chief Executive and Financial Officer, as required by Section302 of the Sarbanes-Oxley Act of 2002. The certifications of the Companys Chief Executive and Financial Officer are filed as exhibits to this Amendment.
### PART II
Item 8.
The information required by this item appears beginning on page F-1 following the signature pages of this report and is incorporated herein by reference.
### PART IV
Item 15.
(a)
The following financial statements are included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
1.
3.
4.
Statements of Stockholders Equity for the years ended December 31, 2020 and 2019
5.
Statements of Cash Flows the years ended December 31, 2020 and 2019
6.
Notes to Financial Statements for the years ended December 31, 2020 and 2019
All financial statement schedules have been omitted as the required information is either inapplicable or included in the Financial Statements or related notes.The following exhibits are either filed as part of this report or are incorporated herein by reference:
(b)
### Exhibits:
Exhibit No.
Description
31.01
Certification of Principal Executive Officer pursuant to 15 U.S.C.
31.02
Certification of Principal Financial Officer pursuant to 15 U.S.C.
32.01
Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
32.02
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
### UNDERTAKING
The Company will furnish to any shareholder a copy of any of the exhibits listed above upon written request and upon payment of a specified reasonable fee, which fee shall be equal to the Companys reasonable expenses in furnishing the exhibit to the shareholder. Requests for exhibits and information regarding the applicable fee shall be direct to: Mr. Daniel J. Dorman, President and Chief Executive Officer, at the address of the principal executive offices set forth on the cover of this Report on Form 10-K.<|endoftext|>This Amendment No. 1 on Form 10-K/A (this Amendment) amends and restates certain items noted below of the Annual Report on Form 10-K of Trebia Acquisition Corp. (the Company) for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (the SEC) on April 1, 2021 (the Original Form 10-K). This Form 10-K/A amends the Original Filing to reflect the correction of an error in its unaudited interim financial statements for the periods ended June 30, 2020 and September 30, 2020 and its audited financial statements as of and for the period ended December 31, 2020 (the Affected Periods).
The restatement results from the Companys prior accounting for its outstanding warrants issued in connection with its initial public offering in February 2020 as components of equity instead of as derivative liabilities. The Forward Purchase Agreement is a binding agreement that includes the same terms of the public warrants.
On April 12, 2021, the Staff of the SEC's Division of Corporation Finance ("Staff") issued a statement entitled Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies. As a result of the SEC Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, the Company re-evaluated its accounting for its public warrants and private placement warrants issued in connection with the Companys initial public offering (the Warrants) as well as for the forward purchase agreement entered into with an anchor investor (the "FPA"), and concluded that the Warrants and FPA should be treated as derivative liabilities pursuant to Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 815-40, Contracts in Entitys Own Equity (ASC 815-40) rather than as components of equity as the Company previously treated the Warrants and as a disclosed contractual obligation in the case of the Forward Purchase Agreement.
As a result, on May 14, 2021, after consultation between the Companys management and audit committee, the Company concluded that the financial statements for the Affected Periods should no longer be relied upon and are to be restated in order to correct the classification error.
The change in accounting for the Warrants and FPA did not have any impact on our liquidity, cash flows, revenues or costs of operating our business and the other non-cash adjustments to our financial statements, in all of the Affected Periods or in any of the periods included in Item 8, Financial Statements and Supplementary Data in this filing. The change in accounting for the Warrants and FPA does not impact the amounts previously reported for the Companys cash and cash equivalents, investments held in trust account, operating expenses or total cash flows from operations for any of the Affected Periods.
### Cover Page;
Part II, Item 8, Financial Statements
TREBIA ACQUISTION CORP.
### FORM10-K/A
Additional Information
Please see "Item 15,<|endoftext|>(3) Exhibits.
Exhibit No.
Description of Document
2.1
Stock Purchase Agreement, dated August 28, 2017, by and among the registrant, Steve Reinharz and Robotic Assistance Devices Inc.
(incorporated by reference to Exhibit 10.1 to the registrants current report on Form 8-K filed with the Commission on August 31, 2017).
3.1
Articles of Incorporation of the registrant filed with the Nevada Secretary of State on September 8, 2014.
(incorporated by reference to Exhibit 3.1 to the registrants transition report on Form 10-KT filed with the Commission on March 12, 2018).
3.2
Plan and Agreement of Merger of Artificial Intelligence Technology Solutions Inc. (a Florida corporation) and Artificial Intelligence Technology Solutions Inc. (a Nevada corporation).
(incorporated by reference to Exhibit 3.2 to the registrants transition report on Form 10-KT filed with the Commission on March 12, 2018).
3.3
### Bylaws of the registrant
(incorporated by reference to Exhibit 3.2 to the registrants registration statement on Form S-1 (File No.
3.4
Certificate of Designations filed with the Nevada Secretary of State on February 8, 2017.
(incorporated by reference to Exhibit 3.4 to the registrants transition report on Form 10-KT filed with the Commission on March 12, 2018).
3.5
Certificate of Designations filed with the Nevada Secretary of State on May 3, 2017.
(incorporated by reference to Exhibit 3.5 to the registrants transition report on Form 10-KT filed with the Commission on March 12, 2018).
3.6
Amendment to Certificate of Designations filed with the Nevada Secretary of State on May 3, 2017
(incorporated by reference to Exhibit 3.1 to the registrants current report on Form 8-K filed with the Commission on May 12, 2017).
10.1
Preferred Stock Purchase Agreement dated January 31, 2017 and entered into between the Company and Capital Venture Holdings LLC.
(incorporated by reference to Exhibit 10.1 to the registrants transition report on Form 10-KT filed with the Commission on March 12, 2018).
14.1
### Code of Ethics
(incorporated by reference to Exhibit 14.1 to the registrants registrant statement on Form S-1 (File No.
21.1
List of Subsidiaries
*
31.1
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*
32.1
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*
99.1
Insider Trading Policy
*
101.INS
XBRL Instance **
101.SCH
XBRL Taxonomy Extension Schema **
101.CAL
XBRL Taxonomy Extension Calculation **
101.DEF
XBRL Taxonomy Extension Definition **
101.LAB
XBRL Taxonomy Extension Labels **
101.PRE
XBRL Taxonomy Extension Presentation **
__________
*
Previously filed or furnished with the original Form 10-K Annual Report for 02-28-2021, filed with the Commission on June 1, 2021.
**
In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Annual Report on Form 10-K shall be deemed furnished and not filed.<|endoftext|>Of the Placement Warrants will not be transferable, assignable or saleable until 30days after the completion of a Business Combination, subject to certain limited exceptions.
### NOTE 10. INCOME TAXES
As of December 31, 2020, the Company did not have any U.S.
### DECEMBER 31, 2020
For the period from May 22, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $105,627.
Level 1:
### Level 2:
Level 3:
At December 31, 2020, assets held in the Trust Account were comprised of $399 in cash, $300,107,026 amortized cost in U.S. Treasury Bills and $300,011,884 in U.S. Treasury securities at fair market value. During the period from May 22, 2020 (inception) through December31, 2020, the Company did not withdraw any interest income from the Trust Account.
The following table presents information about the gross holding gains and fair value of held-to-maturity securities at December31, 2020 are as follows:
### DECEMBER 31, 2020
The following table presents information about the Company's assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
The Placement Warrants were valued using a Black Scholes Model, which is considered to be a Level3 fair value measurement. The Public Warrants were valued using a Monte Carlo simulation implementing the Black Scholes Option Pricing Model that is modified to capture the redemption features of the Public Warrants. The primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility was initially derived from observable public warrant pricing on comparable blank-check companies without an identified target. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units was classified as Level 1 due to the use of an observable market quote in an active market.
The following table presents the quantitative information regarding Level 3 fair value measurements:
The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2020 was $18,800,000.
EXHIBIT INDEX
*
Filed herewith.
**
Furnished herewith.
(1)
Incorporated by reference to the Companys Form S-1, filed with the SEC on July 13, 2020.
(2)
Incorporated by reference to the Companys Form S-1/A, filed with the SEC on July 22, 2020.
(3)
Incorporated by reference to the Companys Form S-1/A, filed with the SEC on July 24, 2020.
(4)
Incorporated by reference to the Companys Form S-1/A, filed with the SEC on July 29, 2020.
(5)
Incorporated by reference to the Companys Form 8-K, filed with the SEC on August 5, 2020.
(6)
Incorporated by reference to the Companys Form 8-K/A, filed with the SEC on August 7, 2020.
(7)
Incorporated by reference to the Companys Form 10-K, filed with the SEC on March 31, 2021. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
We have entered into a registration and shareholder rights agreement pursuant to which our initial shareholders, and their permitted transferees, if any, will be entitled to certain registration rights with respect to the private placement shares, including the private placement shares issuable upon conversion of working capital loans (if any) and the ClassA ordinary shares issuable upon conversion of the founder shares. Further, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement.
The audit committee of our board of directors has adopted a charter, providing for the review, approval and/or ratification of related party transactions, which are those transactions required to be disclosed pursuant to Item404 of Regulation S-K as promulgated by the SEC, by the audit committee.
Director Independence
Upon the effectiveness of the registration statement we used for our Initial Public Offering, we had independent directors as defined by Nasdaqs listing standards and applicable SEC rules. Our board of directors has determined thatJan van de Winkel, Martin Babler, Joseph Slattery and Daniel Lynch are independent directors as defined in the Nasdaq listing standards and applicable SEC rules.
Audit Fees
Audit fees consist of fees for professional services rendered for the audit of ourperiod-endfinancial statements and services that are normally provided by Withum in connection with regulatory filings. The aggregate fees billed by Withum for professional services rendered for the audit of our annual financial statements and other required filings with the SEC for the period from October26, 2020 (date of inception) to December31, 2020, including services in connection with our Initial Public Offering, totaled $77,482.
### Audit-Related Fees
For the period from October26, 2020 (date of inception) to December31, 2020, we did not pay Withum for consultations concerning financial accounting and reporting standards.
Tax Fees
We did not pay Withum for tax planning for the period from October26, 2020 (date of inception) to December31, 2020.
### All Other Fees
We did not pay Withum for other services for the period from October26, 2020 (date of inception) to December31, 2020.
Pre-ApprovalPolicy
Since the formation of our audit committee, and on a going-forward basis, the audit committee has and willpre-approveall auditing services and permittednon-auditservices to be performed for us by our independent registered public accounting firm, including the fees and terms thereof (subject to the de minimis exceptions fornon-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).
### PARTIV
Item15.<|endoftext|>Weaknesses.
Certain remedial actions have been completed including ongoing involvement of outside advisors, review of taxability of new products and services and obtaining of appropriate documentation of exempt status from customers.
Implemented Remedial Actions in Response to Material Weakness That Existed at December 31, 2019
In connection with managements evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2019, management identified a material weakness because the Company had not designed and maintained effective internal control over the impairment testing required to be performed in accordance with ASC 360,
Specifically, the Company did not appropriately evaluate the indicators of impairment primarily related to its review of the impact of operating losses and negative cash flows attributable to the asset group which included the Companys internally developed software as well as consideration of the decline in the Company's market capitalization during the fourth quarter of 2019 as an indicator of impairment.
To address the material weakness, we designed, implemented and tested new review controls to properly evaluate the indicators of impairment including the review of the impact of operating losses and negative cash flows attributable to asset groups, as well as consideration of the Companys market capitalization. Our management determined the foregoing material weakness to be remediated as of December 31, 2020.
### Inherent Limitations on Control Systems
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be or have been detected. These inherent limitations include the realities that judgments in decision making can by faulty, and that breakdowns can occur because of simple error or mistake.
Except as noted above, no changes in the Companys internal control over financial reporting occurred during the Companys most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
This Annual Report on Form 10-K/A does not include an attestation report of the Companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only managements report in this Annual Report on Form 10-K/A.
P
ART IV.
I tem 15.
The following financial statements of Insignia Systems, Inc. are included in Item 8:
### Balance Sheets as of December 31, 2020 and 2019
Statements of Operations for the years ended December 31, 2020 and 2019
Statements of Shareholders Equity for the years ended December 31, 2020 and 2019
Statements of Cash Flows for the years ended December 31, 2020 and 2019
### I tem 16. Form 10-K/A Summary
None.
S
IGNATURES<|endoftext|>Be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.
### NOTE 10. INCOME TAX
The Companys net deferred tax assets at December31, 2020 is as follows:
The income tax provision for the period from July7, 2020 (inception) through December31, 2020 consists of the following:
As of December31, 2020, the Company had $457,991 of U.S.
For the period from July7, 2020 (inception) through December31, 2020, the change in the valuation allowance was $71,359.
The Companys tax returns for the year ended December31, 2020 remain open and subject to examination. The Company considers Illinois to be a significant state tax jurisdiction.
### NOTE 11. FAIR VALUE MEASUREMENTS
### Level1:
Level2:
### Level3:
The following table presents information about the Companys assets that are measured at fair value on a recurring basis at December31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet.
### Initial Measurement
The Company established the initial fair value for the Warrants on September 18, 2020, the date of the Companys Initial Public Offering, using a Monte Carlo simulation model for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common shares and one-third of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common shares, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common shares subject to possible redemption, Class A common shares and Class B common shares based on their relative fair values at the initial measurement date.
The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants at September18, 2020 (initial measurement) and at September30, 2020 were as follows:
On September 18, 2020, the Private Placement Warrants and Public Warrants were determined to be $1.87 per warrant for aggregate values of $12.8 million and $25.8million, respectively. On September30, 2020, the Private Placement Warrants and Public Warrants were determined to be $1.64per warrant for aggregate values of $11.2million and $22.6million, respectively.
### Subsequent Measurement
The subsequent measurement of the Public Warrants as of December 31, 2020 are classified as Level 1 due to the use of an observable market quote in an active market. The subsequent measurement of the Private Placement Warrants as of December 31, 2020 are classified as Level 2 due to the use of a quoted price in an active market for a similar liability.
As of December 31, 2020, the aggregate values of the Private Placement Warrants and Public Warrants were $12.3 million and $24.7 million, respectively.<|endoftext|>Washington, D.C. 20549
### FORM 10-K/A
(Amendment No. 1)
(Mark One)
OR
### EXPLANATORY NOTE
Silver Spike Acquisition Corp. 1), or this Annual Report, to amend our Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March 9, 2021, or the Original Filing, to restate our consolidated financial statements for the period ended December 31, 2020. We are also restating the financial statements as of August 12, 2019; as of December 31, 2019 and the period from June 7, 2019 (inception) through December 31, 2019; and as of and for the periods ended September 30, 2019, March 31, 2020, June 30, 2020 and September 30, 2020 in the accompanying financial statements included in this Annual Report, including describing the restatement and its impact on previously reported amounts.
On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs). As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 12,500,000 redeemable warrants (the Public Warrants) that were included in the units issued by the Company in its initial public offering and (ii) the 7,000,000 redeemable warrants that were issued to the Companys sponsor in a private placement that closed concurrently with the closing of the IPO (the Private Placement Warrants).
The restatement results from the Companys prior accounting for its outstanding warrants issued in connection with its initial public offering in August 2019 as components of equity instead of as derivative liabilities.
In addition, a portion of the initial transaction costs related to the IPO and attributable to the warrants must be immediately expensed, and the difference between the fair market value of the private placement warrants and the initial purchase consideration thereof is recorded as a compensation expense.
i
As a result of that reassessment, the Companys management determined that a material weakness exists in the Companys internal control over financial reporting and its disclosure controls and procedures for such periods were not effective with respect to (i) the classification of the Companys warrants as components of equity instead of as derivative liabilities, (ii) the allocation and treatment of the initial transaction costs of the IPO, and (iii) the treatment of a portion of the loss resulting from the initial warrant liability as a compensation expense.
The Company has not amended its previously filed Current Report on Form 8-K Annual Report on Form 10-K or Quarterly Reports on Form 10-Q for the periods affected by the restatement.
(ii)
Part II, Item 7.
(iii)
Part II, Item 8.
(iv)
### Part II, Item 9A. Controls and Procedures; and
(v)
Part IV, Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
B. Roberts, Gregory S. Washer, and Daniel S. Wood, of whom Messrs. Wood, Rayhill, Louis M. Grasso, and Washer compose the Audit Committee. The Board of Directors has concluded that other than Mr. Bradley (who is the Company's chief executive officer), each of the other six directors is independent in accordance with the director independence standards prescribed by Nasdaq, and has determined that none of them has a material relationship with the Company that would impair his independence from management or otherwise compromise his ability to act as an independent director.
### Item 14.
Fees Paid to Auditors
The following table sets forth the fees accrued or paid to the Companys independent registered public accounting firms for the years ended December 31, 2019 and 2018. Crowe has served as the Companys independent registered public accounting firm since February 2009, and has reported on the Companys financial statements for the years ended December 31, 2008 through 2020.
(1) Audit fees relate to professional services rendered in connection with the audit of the Companys annual financial statements and internal control over financial reporting, quarterly review of financial statements included in the Companys Quarterly Reports on Form 10-Q, and audit services provided in connection with other statutory and regulatory filings.
(2) Audit-related fees comprise fees for professional services that are reasonably related to the performance of the audit or review of the Companys financial statements.
(3) The 2019 and 2020 tax fees represent services rendered in connection with preparation of state and federal tax returns for the Company and its subsidiaries.
Audit Committee Supervision of Principal Accountant
The Audit Committee acts pursuant to a written charter adopted by the Board of Directors. Pursuant to the charter, the Audit Committee pre-approves the audit and permitted non-audit fees to be paid to the independent auditor, and authorizes on behalf of the Company the payment of such fees, or refuses such authorization. The Audit Committee has delegated to its chairman and its vice-chairman the authority to approve performance of services on an interim basis. In the fiscal years ended December 31, 2020 and December 31, 2019, all services for which audit fees or audit related fees were paid were preapproved by the Audit Committee as a whole, or pursuant to such delegated authority.
In the course of its meetings, the Audit Committee has considered whether the provision of the non-audit fees outlined above is compatible with maintaining the independence of the audit firm, and has concluded that such independence is not and was not impaired.
### PARTIV
Item15.
(3)
### Exhibits:
The exhibits listed in the ExhibitIndex in Part IV, Item 15. of the 2020 Form 10-Kwere filed or incorporated by reference as part of the 2020 Form 10-Kand the exhibits listed in the Exhibit Index below are filed as part of this Amendment.
EXHIBIT INDEX
31.1
Rule 13a-14(a) certification by Chief Executive Officer
31.2
Rule 13a-14(a) certification by Chief Financial Officer<|endoftext|>### EXPLANATORY NOTE
1 to Annual Report on Form 10-K (this Amendment) to amend the Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (Commission File Number 333-216921) (the 2020 Annual Report), as filed by the registrant with the Securities and Exchange Commission (the SEC) on March 31, 2021. This Amendment No. 1 on Form 10-K is being filed solely for the purpose of including a paragraph regarding Critical Audit Matters in the Report of Independent Registered Public Accounting Firm, which paragraph was inadvertently omitted from the initial filing. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the registrants principal executive officer and principal financial officer are filed as exhibits to this Amendment. Except as otherwise expressly noted herein there have been no changes in any of the financial or other disclosure information contained in the 2020 Annual Report. This Amendment does not reflect events occurring after the filing of the original report ( i.e.
, those events occurring after March 31, 2021) or modify or update those disclosures that may be affected by subsequent events.
### PART II
ITEM 8. Financial S tatements
The Board of Director and Stockholder of
FOLKUP DEVELOPMENT INC.
We have audited the accompanying consolidated balance sheets of Folkup Development Inc. (the Company) as of December 31, 2020 and 2019, and the related consolidated statements of operations and comprehensive loss, changes in stockholders deficit and cash flows for the years ended December 31, 2020 and 2019, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years ended December 31, 2020 and 2019, in conformity with accounting principles generally accepted in the United States of America.
Going Concern Uncertainty
As discussed in note 2 to the financial statements, as of December 31, 2020, the Company has suffered from an accumulated deficit of $1,906,054 and working capital deficit of $1,814,519. These factors create an uncertainty as to the Companys ability to continue as a going concern.
### Basis for Opinion
### Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to those charged with governance that: (1) related to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical matters.
/s/ JP CENTURION & PARTNERS, PLT
### JP CENTURION & PARTNERS, PLT
March 31, 2021
Kuala Lumpur, Malaysia
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
(a) The following Exhibits, as required by Item 601 of Regulation SK, are attached or incorporated by reference, as stated below.<|endoftext|>iSun, Inc. (formerly known as The Peck Company Holdings, Inc.) (iSun or the Company) is filing this Amendment No. 1 on Form 10-K (this Form 10-K/A or Report) to amend the Annual Report on Form 10-K as of and for the year ended December 31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on March 15, 2021 (the Original Filing), to restate the consolidated financial statements and related footnote disclosures as of December 31, 2020 and 2019, for the year ended December 31, 2020 and 2019 included in the Original Filing. This Form 10-K/A also amends certain other Items in the Original Filing, as listed in Items Amended in this Form 10-K/A below.
### Restatement Background
On April 12, 2021, the Staff of SEC issued the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs) (the Staff Statement). On May 20, 2021, the Audit Committee of the Board of Directors of the Company (the Board), in consultation with management of the Company, concluded that the following financial statements could no longer be relied upon, based on the facts below: (i) the audited consolidated financial statements of iSun as of December 31, 2020 and 2019, for the year ended December 31, 2020 and 2019 included in the Original Filing, (ii) the condensed consolidated unaudited financial statements of iSun included in iSuns Quarterly Reports on Form 10-Q for (a) the three and six months ended June 30, 2019 (b) the three and nine months ended September 30, 2019 (c) the three months ended March 31, 2020, (d) the three and six months ended June 30, 2020, and (e) the three and nine months ended September 30, 2020, (collectively, the Non-Reliance Periods).
Effects of Restatement
As a result of the factors described above, the Company has included in this Amendment: (i) certain restated items on the previously issued balance sheet dated as of December 31, 2020 and 2019 and (ii) restated financial statements for the years ended December 31, 2020 and 2019 that were previously reported on the Original 10-K, to restate the following non-cash items: understatement of liabilities and overstatement of Common Stock subject to possible redemption by approximately $1.1 million and $0.1 million at December 31, 2020 and 2019, respectively; overstatement of additional paid-in capital by approximately $3.1 million and $3.1 million at December 31, 2020 and 2019, respectively and an understatement of retained earnings by approximately $2.0 million and $3.0 million at December 31, 2020 and 2019, respectively; overstatement of net income by approximately $1.0 million for the year ended December 31, 2020 and an understatement of net income by approximately $3.0 million for the year ended December 31, 2019; overstatement of basic and diluted net income per share of $0.18 for the year ended December 31, 2020 and an understatement of basic and diluted net income per share of $0.67 per share for the year ended December 31, 2019.
Items Amended
Risk Factors; (ii) Part II, Item 7. (iii) Part II, Item 8. and (iv) Part II, Item 9a; (v) Part IV, Item 15.<|endoftext|>This Amendment No. 1 on Form 10-K/A (this Amendment) amends and restates certain items noted below of the Annual Report on Form 10-K of Foley Trasimene Acquisition Corp. (the Company) as of and for the period ended December 31, 2020, as filed with the Securities and Exchange Commission (the SEC) on February 26, 2021 (the Original Form 10-K). This Form 10-K/A amends the Original Filing to reflect the correction of an error in its unaudited interim financial statements as of and for the periods ended June 30, 2020 and September 30, 2020, its audited financial statements as of and for the period ended December 31, 2020 and its audited balance sheet as of May 29, 2020.
On April 12, 2021, the Staff of the SEC's Division of Corporation Finance ("Staff") issued a statement entitled Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies. As a result of the SEC Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, the Company re-evaluated its accounting for its public warrants and private placement warrants issued in connection with the Companys initial public offering (the Warrants) as well as for the forward purchase agreements entered into with certain anchor investors (the "FPAs"), and concluded that the Warrants and FPAs should be treated as derivative liabilities pursuant to ASC 815-40 rather than as components of equity as the Company previously treated the Warrants and FPAs.
As a result, the Company is restating in this Amendment its financial statements for the following periods: (i) as of and for the quarterly period ended June 30, 2020, (ii) as of and for the quarterly period ended September 30, 2020, (iii) as of and for the period ended December 31, 2020, and (iv) its audited balance sheet as of May 29, 2020, in each case to reflect the change in accounting treatment (the Restatement).
The Companys accounting for the Warrants and FPAs as components of equity rather than as derivative liabilities did not have any effect on the Companys previously reported operating expenses, cash flows or cash.
Part II, Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations ;
### Part II, Item 8, Financial Statements;
Part II, Item 9A, Controls and Procedures; and
Part IV, Item 15 Exhibits
In order to preserve the nature and character of the disclosures set forth in the Original Form 10-K, this Amendment speaks as of the date of the filing of the Original Form 10-K and the disclosures contained in this Amendment have not been updated to reflect events occurring subsequent to that date, other than those associated with Restatement. Among other things, forward-looking statements made in the Original 10-K have not been revised to reflect events that occurred or facts that became known to the Company after the filing of the Original 10-K, and such forward looking statements should be read in their historical context.
FOLEY TRASIMENE ACQUISITION CORP.
### FORM10-K
Additional Information
Please see "Item 15, | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
This amendment is being filed to revise certain information regarding beneficial ownership contained in the table set forth under the heading in Item 12 of the Form 10-K for the fiscal year ended December 31, 2020 and filed with SEC on March 30, 2021. Except as expressly set forth herein, no other portion of the Form 10-K is being amended and this amendment does not reflect any events occurring after the filing of the Form 10-K.
### PART III
ITEM 12.
The table below sets forth information regarding the beneficial ownership of the common stock by (i) our directors and named executive officers; (ii) all the named executives and directors as a group and (iii) any other person or group that to our knowledge beneficially owns more than five percent of our outstanding shares of common stock. Except as indicated below, the address of each holder is c/o Applied UV, Inc., 150 N. Macquesten Parkway, Mount Vernon, NY 10550.
The information contained in this table is as of March 30,2021. At that date, 9,402,484 shares of our common stock were outstanding.
A person is deemed to be a beneficial owner of shares if he has the power to vote or dispose of the shares. This power can be exclusive or shared, direct or indirect. In addition, a person is considered by SEC rules to beneficially own shares underlying options or warrants that are presently exercisable or that will become exercisable within sixty (60) days.
Except as otherwise indicated, we believe that the persons named in this table have sole voting and investment power with respect to all shares of common stock held by them. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. There is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.
*Less than 1%.
(1) Subject to quarterly vesting over an eighteen (18) month period with the first vesting having occurred on September 30, 2020.
(2) Includes (i) 5,000,000 shares which are held in the name of The Munn Family 2020 Irrevocable Trust, for which the spouse of Max Munn is the trustee; (ii) 80,000 shares underlying a warrant issued to Mr. Munn; (iii) 875 shares underlying an option granted to Mr. Munn as director compensation and (iv) 17,214 shares underlying an option granted to Mr. Munn pursuant to his employment agreement.
(3) Held in the name of The Munn Family 2020 Irrevocable Trust, for which the spouse of Max Munn is the trustee. Each share of Series A Preferred Stock is entitled to 1,000 votes (2,000,000 votes in aggregate) and votes with the Companys common stock as a single class.
(4) 7,500 shares of which vest evenly on an annual basis over a three-year period, commencing on January 1, 2022; 12,500 shares of which vest on January 1, 2022 and the remainder of the shares are vested.
(5) 7,500 shares of which vest evenly on an annual basis over a three-year period, commencing on January 1, 2022; 7,500 shares of which vest on January 1, 2022 and the remainder of the shares are vested.
### PART IV
Item 15.<|endoftext|>Their shares of our common stock (or enter into any arrangement with respect thereto), subject to certain customary exceptions, (b) enter into any voting arrangement that is inconsistent with the Sponsor Support Agreement or (c) exercise their redemption rights in connection with the Merger.
Other Arrangements
In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K or a periodic report, as required by the SEC.
### Related Party Policy
Related-party transactions are defined as transactions in which (1)the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2)we or any of our subsidiaries is a participant, and (3)any (a)executive officer, director or nominee for election as a director, (b)greater than 5% beneficial owner of our shares of common stock, or (c)immediate family member, of the persons referred to in clauses (a)and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).
Our audit committee, pursuant to its written charter, is responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. The audit committee considers all relevant factors when determining whether to approve a related party transaction, including whether the related party transaction is on terms no less favorable to us than terms generally available from an unaffiliated third-party under the same or similar circumstances and the extent of the related partys interest in the transaction.
To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of the Novus initial stockholders, officers or directors unless we have obtained an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, that the business combination is fair to our unaffiliated stockholders from a financial point of view. We will also need to obtain approval of a majority of our disinterested independent directors.
### Director Independence
Item14.
The following is a summary of fees paid or to be paid to Marcum LLP (Marcum) for services rendered.
### Audit Fees
The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from March 5, 2020 (inception) through December31, 2020 totaled $127,205.
Audit-Related Fees.
We did not pay Marcum for audit-related services for the period from March 5, 2020 (inception) through December31, 2020.
### Tax Fees
We did not pay Marcum for tax planning and tax advice for the period from March 5, 2020 (inception) through December31, 2020.
All Other Fees
We did not pay Marcum for other services for the period from March 5, 2020 (inception) through December31, 2020.
### Pre-Approval Policy
PART IV
Item15.<|endoftext|>### EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K (this Amendment) of Walgreens Boots Alliance, Inc. (WBA) amends WBAs Annual Report on Form 10-K for the year ended August 31, 2021, which WBA filed with the Securities and Exchange Commission (SEC) on October 14, 2021 (the Original Form 10-K). WBA is filing this Amendment to amend Item 15 to include the consolidated financial statements of its equity investee, AmerisourceBergen Corporation (ABC) as of September 30, 2021 and 2020 and for the years ended September 30, 2021, 2020 and 2019 (the ABC Financial Statements) in accordance with Rule 3-09 of Regulation S-X under the Securities Exchange Act of 1934, as amended. The ABC Financial Statements, which were prepared by ABC, were audited in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Except as otherwise expressly noted, this Amendment does not modify or update in any way (i) the consolidated financial position, the results of operations or cash flows of WBA, or (ii) the disclosures in the Original Form 10-K; Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and WBAs other filings made with the SEC subsequent to the filing of the Original Form 10-K.
### Part IV
Item 15.
(a)
(1)
### Financial statements.
The following financial statements, supplementary data and reports of independent public accountants appear in Part II, Item 8 of this Form 10-K and are incorporated herein by reference.
Consolidated Balance Sheets at August31, 2021 and 2020
Consolidated Statements of Equity, Earnings, Comprehensive Income and Cash Flows for the years ended August31, 2021, 2020 and 2019
Managements Report on Internal Control
(2)
Financial statement schedules and supplementary information
### Schedule II is incorporated herein by reference.
Schedules I, III, IV and V are not submitted because they are not applicable or not required or because the required information is included in the Financial Statements referenced in (1) above or the notes thereto.
The financial statements of AmerisourceBergen Corporation and its consolidated subsidiaries required by Rule 3-09 of Regulation S-X are included in Item 8. Financial Statements and supplementary data on pages 48 to 89 and Schedule II on page 101 of Exhibit 99.4 to this Amendment.
(3)
### Exhibits.
Exhibits 10.1 through 10.63 constitute management contracts or compensatory plans or arrangements required to be filed as exhibits pursuant to Item 15(b) of this Form 10-K.
(b)
Exhibits:
*
Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Copies of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.
**
Other instruments defining the rights of holders of long-term debt of the registrant and its consolidated subsidiaries may be omitted from Exhibit 4 in accordance with Item 601(b)(4)(iii)(A) of Regulation S-K. Copies of any such agreements will be furnished supplementally to the SEC upon request.
*** Previously filed or furnished, as applicable, with the Original 10-K on October 14, 2021.<|endoftext|>### EXPLANATORY NOTE
The registrant is filing this Amendment No.1 to Annual Report on Form10-K/A, or this Amendment (also referred to herein as this report), to amend the Annual Report on Form10-K for the fiscal year ended December31, 2020 (Commission File Number001-36421), or the 2020 Annual Report on Form10-K, as filed by the registrant with the Securities and Exchange Commission, or the SEC, on February24, 2021. The purpose of this Amendment is to include in Part III the information that was to be incorporated by reference from the proxy statement for the registrants 2021 Annual General and Special Meeting of Shareholders, as well as to update certain of the information included on the cover page of the 2020 Annual Report on Form10-K and in the list of exhibits included in Item 15 and the Exhibit Index of this report. The Part III information was previously omitted from the 2020 Annual Report on Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in Items 10 through 14 of Part III of Form 10-K to be incorporated in the Form 10-K by reference from the registrants definitive proxy statement if such statement is filed not later than 120 days after the registrants fiscal year-end. The registrant is filing this Form 10-K/A to include Part III information in the 2020 Annual Report on Form 10-K because the registrant will not file a definitive proxy statement containing such information within 120 days after the end of the fiscal year covered by the 2020 Annual Report on Form 10-K. This Amendment hereby amends the cover page, Part III, Items 10 through 14, and Part IV, Item15 of the 2020 Annual Report on Form10-K. In addition, as required by Rule12b-15under the Securities Exchange Act of 1934, as amended, or the Exchange Act, new certifications by the registrants principal executive officer and principal financial officer are filed as exhibits to this Amendment.
No attempt has been made in this Amendment to modify or update the other disclosures presented in the 2020 Annual Report on Form10-K. This Amendment does not reflect events occurring after the filing of the 2020 Annual Report on Form 10-K (i.e., those events occurring after February24, 2021) or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the 2020 Annual Report on Form10-K and the registrants other filings with the SEC.
In this report, unless otherwise indicated or the context otherwise requires, all references to Aurinia, the registrant, the company, we, us, and our refer to Aurinia Pharmaceuticals Inc. together with its subsidiaries. The term CAD refers to Canadian dollars, the lawful currency of Canada, and the terms dollar, U.S. dollar or $ refer to United States dollars, the lawful currency of the United States. All references to shares or "Common Shares" in this report refer to common shares of Aurinia, with no par value per share.
AURINIA PHARMACEUTICALS INC.
2020 ANNUAL REPORT ON FORM 10-K
### AMENDMENT NO. 1
Page
PART III.
### Item 10.
Item 11.
### Executive Compensation
Item 12.
### Item 13.
Item 14.
PART IV.
Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
### ANNUAL REPORT ON FORM 10-K i
Unless otherwise stated, references in this Annual Report on Form 10-K/A to: common stock are to our common stock, par value $0.0001 per share; equity-linked securities refers to any debt or equity securities issued in a transaction, including but not limited to a private placement of equity or debt, that are convertible, exercisable or exchangeable for shares of common stock; initial stockholders are to our stockholders prior to our initial public offering (excluding EarlyBirdCapital); management management team are to our officers and directors;
Nasdaq means the Nasdaq Capital Market; private units are to units issued to the sponsor in a private placement simultaneously with the closing of our initial public offering; public shares are to shares of our common stock sold as part of the units sold in our initial public offering (whether they are purchased in such offering or thereafter in the open market); public stockholders are to the holders of our public shares, including our sponsor (as defined below), officers and directors to the extent they purchase public shares, provided that their status as public stockholders shall only exist with respect to such public shares;
SEC are to the United States Securities and Exchange Commission; sponsor are to Property Solutions Acquisition Sponsor, LLC, a company affiliated with our officers and directors; units are to units consisting of one share of common stock and one warrant; warrants are to our redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share; and we, us, our, and company are to Property Solutions Acquisition Corp.
ii
### EXPLANATORY NOTE
Property Solutions Acquisition Corp. We are also restating the financial statements as of July 24, 2020; and as of and for the period ended September 30, 2020 in the accompanying financial statements included in this Annual Report (collectively, the Original Financial Statements).
In the Original Financial Statements, the Company classified the public warrants and private placement warrants issued in connection with the Companys initial public offering (IPO) as equity instruments. Upon further consideration of the rules and guidance, management of the Company concluded that the 594,551 private warrants issued at the time of the Companys IPO (the Private Warrants) are precluded from equity classification due to certain settlement provisions.
As a result, on May 20, 2021, the Companys management and Audit Committee concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.
The Companys accounting for the Private Warrants as components of equity instead of as derivative liabilities did not have any effect on the Companys previously reported investments held in trust, cash flows from operations, or cash.
The Company has not amended its Current Report on Form 8-K filed on July 30, 2020 or its quarterly report for the period affected by the restatement.
### Restatement Background
iii
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15.<|endoftext|>To Exhibit10.16 to the Companys Report on Form10K filed on March31, 2016)
10.13
Amendment No.6 to Forbearance Agreement dated June30, 2016 (incorporated by reference to Exhibit10.17 to the Companys Report on Form10-Q filed on November14, 2016)
10.14
Amendment No.7 to Forbearance Agreement dated September29, 2016 (incorporated by reference to Exhibit10.18 to the Companys Report on Form10-Q filed on November14, 2016)
10.15
Amendment to Lease Agreement dated August12, 2016 (incorporated by reference to Exhibit10.19 to the Companys Report on Form10-Q filed on November14, 2016)
10.16
Amendment No.8 To Forbearance Agreement dated December16, 2016 (incorporated by reference to Exhibit10.1 to the Companys Report on Form8-K dated December16, 2016)
10.17
Amendment No.9 To Forbearance Agreement dated April18, 2017 ( incorporated by reference to Exhibit10.21 to the Companys Annual Report on Form10-K dated April17,2017)
10.18
Employment agreement for Daniel J. Moorhead dated June5, 2017 ( incorporated by reference of Exhibit10.1 to the Companys Report on Form8K filed on June8, 2017)
10.20
Office Lease, effective October20, 2017, between CSG Systems,Inc. and Zynex Medical,Inc. (incorporated by reference to Exhibit10.1 of the Companys Report on Form8-K filed on October26, 2017).
10.21
Zynex,Inc. Non-Employee Director Compensation Plan (incorporated by reference to Exhibit10.1 to the Companys Report on Form8-K filed on January11, 2018)
10.22
Effective October1, 2018, EKS&H, LLLP, the Companys independent registered accounting firm combined with Plante& Moran, PLLC (incorporated by reference to Exhibit16.1 to the Companys Report on Form8-K filed on October4, 2018)
### Exhibit
Number
Description
10.23
Equity Distribution Agreement, dated October29, 2019 between Zynex,Inc. and Piper Jaffray& Co. (incorporated by reference to Exhibit1.1 of the Companys Current Report on Form8-K filed on October29, 2019)
10.24
Amendment to Sublease Agreement, effective January 3, 2020, between CSG Systems, Inc. and Zynex, Inc. (incorporated by reference to Exhibit 10.1 of the Companys Report on Form 8-K filed on January 7, 2020
10.25
Underwriting Agreement dated July 14, 2020, among certain selling stockholders, Piper Sandler & Co., and Zynex, Inc. (incorporated by reference to Exhibit 1.1 of the Companys Report on Form 8-K filed on July 17, 2020)
10.26
Lease Agreement, effective September 30, 2020, between GIG CW Compark, LLC and Zynex, Inc. (incorporated by reference to Exhibit 10.1 of the Companys Report on Form 8-K filed on October 6, 2020).
21*
Subsidiaries of the Company
23.1*
Consent of Plante& Moran, PLLC, Independent Registered Public Accounting Firm (Filed herewith)
31.1*
Certification of Chief Executive Officer Pursuant to Rule13a-14(a)/15d-14(a)as Adopted Pursuant to Section302 of Sarbanes-Oxley Act of 2002
31.2*
Certification of Chief Financial Officer Pursuant to Rule13a-14(a)/15d-14(a)as Adopted Pursuant to Section302 of Sarbanes-Oxley Act of 2002
32.1*
32.2*
101.INS*
XBRL Instance Document
101.SCH*
101.CAL*
XBRL Taxonomy Calculation Linkbase Document
101.LAB*
XBRL Taxonomy Label Linkbase Document
101.PRE*
101.DEF*
*
### Filed herewith<|endoftext|>### EXPLANATORY NOTE
Reinvent Technology Partners Z (the Company) is filing this Amendment No. 1 on Form 10-K/A (the Amendment) to amend and restate certain items in its Annual Report on Form 10-K as of December 31, 2020 for the period from October 2, 2020 (inception) through December 31, 2020, originally filed with the U.S. Securities and Exchange Commission (the SEC) on March 8, 2021 (the Original 10-K).
Background of Restatement
On May 10, 2021, the Companys management and the audit committee of the Companys Board of Directors (the Audit Committee) concluded that it is appropriate to restate (i) certain items on the Companys previously issued audited balance sheet dated as of November 23, 2020, which were included in the Companys Current Report on Form 8-K filed with the SEC on November 30, 2020 (the IPO Closing 8-K), and (ii) the Companys previously issued audited financial statements as of December 31, 2020 and for the period from October 2, 2020 (inception) December 31, 2020, which were included in the Original 10-K.
As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 4,600,000 redeemable warrants (the Public Warrants) that were included in the units issued by the Company in its initial public offering (the IPO) and (ii) the 4,400,000 redeemable warrants that were issued to the Companys sponsor in a private placement that closed concurrently with the closing of the IPO (together with the Public Warrants, the Warrants). Each whole Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share, subject to adjustment.
### Fair Value Measurement
Effects of Restatement
As a result of the factors described above, the Company has included in this Amendment: (i)certain restated items on the previously issued balance sheet dated as of November 23, 2020, the date that the IPO closed, that were previously reported in the IPO Closing 8-K, and (ii)restated financial statements as of December 31, 2020 and for the period from October 2, 2020 (inception) through December 31, 2020 that were previously reported in the Original 10-K, to restate the following non-cash items: understatement of liabilities and overstatement of temporary equity by approximately $12.6 million and $13.5 million as of November 23, 2020 and December 31, 2020, respectively; understatement of additional paid-in capital and accumulated deficit by approximately $0.4 million and $1.2 million as of November 23, 2020 and December 31, 2020, respectively; understatement of net loss by approximately $1.2 million for the period from October 2, 2020 (inception) through December 31, 2020; and understatement of basic and diluted net loss per share, non-redeemable ordinary shares of $(0.20) per share for the period from October 2, 2020 (inception) through December 31, 2020.
See Note 2 to the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Amendment for additional information on the restatements and the related financial statement effects.
Items Amended
Risk Factors; (ii) Part II, Item 7. (iii) Part II, Item 8. (iv) Part II, Item 9A. Controls and Procedures; and (v) Part IV, Item 15.<|endoftext|>Revolution Acceleration Acquisition Corp (the Company, we, us or our) is filing this Amendment No. 1 to its Annual Report for the fiscal year ended December 31, 2020 on Form 10-K/A (the Annual Report) to amend and restate certain items in its Annual Report for the fiscal year ended December 31, 2020 on Form 10-K originally filed with the U.S. Securities and Exchange Commission (the SEC) on March 17, 2021 (the Original 10-K).
### Background of the Restatement
On April 29, 2021, after consultation with Marcum LLP, the Companys independent registered public accounting firm (the Independent Accountants), the Companys management and the Audit Committee of the Companys Board of Directors concluded that it is appropriate to restate (i) certain items on the Companys previously issued audited balance sheet dated as of December 10, 2020, the date that the Companys initial public offering (the IPO) closed, that were previously reported on a Current Report on Form 8-K filed with the SEC on December 16, 2020, and (ii) the Companys previously issued audited financial statements as of December 31, 2020 and for the period from September 10, 2020 (inception) to December 31, 2020 (collectively, the Relevant Periods), which were included in the Original 10-K. This Annual Report includes the restated audited financial statements for the Relevant Periods. The financial information that has been previously filed or otherwise reported for the Relevant Periods is superseded by the information in this Annual Report.
The restatement primarily relates to consideration of the factors in determining whether to classify contracts that may be settled in an entitys own stock as equity of the entity or as an asset or liability.On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs) (the SEC Statement). As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 9,583,333 redeemable warrants (the Public Warrants) that were included in the units issued by the Company in the IPO and (ii) the 5,166,667 redeemable warrants that were issued to the Companys sponsor in a private placement that closed concurrently with the closing of the IPO (together with the Public Warrants, the Warrants).
### Derivatives and Hedging
, the Warrants should be recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820,
Fair Value Measurement
See Note 2 to the Notes to Financial Statements included in Part II, Item 8 of this Annual Report for additional information on the restatement and the related financial statement effects.
### Items Amended
The following items are amended in this Annual Report: (i) Part I, Item 1A. Risk Factors; (ii) Part II, Item 7. (iii) Part II, Item 8. (iv) Part II, Item 9A. Controls and Procedures; and (v) Part IV, Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Network-1 Technologies, Inc.
We have audited the accompanying consolidated balance sheets of Network-1 Technologies, Inc. and Subsidiary (the Company) as of December 31, 2020 and 2019, and the related consolidated statements of operations and comprehensive loss, changes in stockholders equity, and cash flows for each of the years ended December 31, 2020 and 2019, and the related notes and schedules (collectively referred to as the consolidated financial statements).
### Basis for Opinion
### Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
F-1
Revenue Recognition and Associated Contingency Fees
As described in Note B to the consolidated financial statements, the Company relies on royalty reports received from third party licensees to record its revenue for its royalty bearing licenses. Revenue earned on the Companys Fully-Paid Licenses, for which the Company has no future obligations or performance requirements is generally recognized when the Company has obtained the signed license agreement, all performance obligations have been substantially performed, amounts are fixed and determinable, and collectability is reasonably assured. The timing and amount of revenue recognized depends upon a number of factors including the specific terms of each agreement and the nature of the deliverables and obligations.
As described in Note B to the consolidated financial statements, the Company includes in cost of revenue and related costs contingent legal fees payable to patent litigation counsel related to net proceeds from settlements.
We identified revenue recognition and the associated contingency fees as a critical audit matter because the license agreements and contingency agreements involve interpretation and estimates by management in determining the consideration for each specific license agreement and the amount of the associated contingency fees.
Our audit procedures related to the Companys royalty bearing and fully paid licenses, and associated contingency fees included the following:
-
We evaluated managements significant accounting policies and estimates related to royalty bearing and fully-paid license revenue.
-
We obtained and examined the final settlement and license agreements entered into during the year and tested managements identification of the significant terms for completeness. We evaluated the appropriateness of managements application of their accounting principles, in their determination of revenue recognition.
-
We reviewed the contingency fee agreements with the Companys legal counsel and evaluated managements estimates and calculations of contingency fees.
-
We confirmed with third party legal counsel all outstanding legal costs and contingency fees outstanding as of December 31, 2020.
/s/ Friedman LLP
### New York, New York
March 31, 2021
F-2
EXHIBIT INDEX
31.1*
31.2*
32.1*
32.2*
____________________
*
Filed herewith<|endoftext|>On March 25, 2021, LMP Automotive Holdings, Inc. (the Company) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the Original Form 10-K). This Amendment No. 1 (the Amendment) amends the Original Form 10-K solely to correct a typographical error in the audit report of our independent accounting firm, Grassi & Co., CPAs, P.C.. The audit report included in the Original Form 10-K omitted the name of the Company in two instances. A new audit report with the correction is filed hereto.
This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Original Form 10-K. No revisions are being made to the Companys financial statements or any other disclosure contained in the Original Form 10-K. This Amendment does not otherwise update any exhibits as originally filed or previously amended.
1350).
LMP AUTOMOTIVE HOLDINGS, INC.
FORM 10-K
INDEX i
ITEM8.
The financial statements and supplementary data required by this item are included after Part IV of this Annual Report on Form 10-K beginning on page F-1.
PART IV
ITEM15.
(a)(1) Financial statements.
The financial statements and supplementary data required by this item begin on page F-1.
All schedules are omitted because the required information is inapplicable or the information is presented in the financial statements and the related notes.
(a)(3) Exhibits.
*
Filed herewith.
**
The Representatives Warrant issued by the Company to each of the entities and individuals set forth on Exhibit 99.1 to the registrants Form 8-K filed on December 10, 2019, all of whom are affiliates of the Representative, are substantially identical in all material respects to the Representatives Warrants issued to Fordham Financial Management, Inc. on December 10, 2019 and filed as an exhibit to such Form 8-K, except as to the recipient of such warrants and the number of shares of Common Stock issuable upon exercise of such warrants. Pursuant to Instruction 2 to Item 601 of Regulation S-K, we have omitted filing copies of such warrants as exhibits and have filed a schedule as Exhibit 99.1 to the registrants Form 8-K filed on December 10, 2019 identifying the other warrants omitted and setting forth the material details in which such warrants differ from the warrant incorporated by reference herein.
***
The Representatives Warrant issued by the Company to each of the entities and individuals set forth on Exhibit 99.1 to the registrants Form 8-K filed on February 13, 2020, all of whom are affiliates of the Representative, are substantially identical in all material respects to the Representatives Warrants issued to Fordham Financial Management, Inc. on February 13, 2020 and filed as an exhibit to such Form 8-K, except as to the recipient of such warrants and the number of shares of Common Stock issuable upon exercise of such warrants. Pursuant to Instruction 2 to Item 601 of Regulation S-K, we have omitted filing copies of such warrants as exhibits and have filed a schedule as Exhibit 99.1 to the registrants Form 8-K filed on February 13, 2020 identifying the other warrants omitted and setting forth the material details in which such warrants differ from the warrant incorporated by reference herein.<|endoftext|>The Company sold less than $50,000 in goods and services to Modine Manufacturing Company; Mr. Schrock that the Company purchased approximately $22,000,000 in goods and services from Plexus Corporation, and sold approximately $1,500,000 in goods and services to Plexus Corporation; and Ms. Zukauckas that the Company purchased less than $300,000 in goods and services from American Express. The Audit Committee determined that the aggregate dollar amounts of the transactions are below the threshold for the Nasdaq Stock Market independence rules and that the transactions do not present a real, potential or perceived conflict between the Companys interests and the direct or indirect interests of Mr. Anderson, Mr. Schrock or Ms. Zukauckas, as applicable.
ITEM 14.
On September 23, 2019, the Audit Committee approved the engagement of Deloitte & Touche LLP (Deloitte) as our independent registered public accounting firm for the fiscal year ending October 3, 2020. In connection with this appointment, the Audit Committee approved the dismissal of KPMG LLP (KPMG), our then-current independent registered public accounting firm, effective upon completion of the audit for the fiscal year ended September 28, 2019.
Fees and Services
The following table presents aggregate fees for professional services rendered by Deloitte in fiscal year 2020 and KPMG in fiscal year 2019 for the audit of our annual financial statements and for other services.
(1)
Includes annual audit of consolidated financial statements and internal control over financial reporting, certain statutory audits, and work related to other filings with the SEC.
(2)
Audit-related fees consist of fees for audits of our employee benefit plans and fees for due diligence.
(3)
Tax fees consist of fees for tax compliance and tax consultation services.
(4)
There were no other fees in fiscal year 2019 or fiscal year 2020.
The amounts in the table include out-of-pocket expenses incurred by Deloitte and KPMG. The Audit Committee pre-approved all non-audit services described in the table. The Audit Committee has determined that the provision of the services identified in the table is compatible with maintaining the independence of Deloitte and KPMG, as applicable.
### Pre-Approval Policy
The Audit Committees current practice on pre-approval of services performed by the independent registered public accounting firm is to require pre-approval of all audit services and permissible non-audit services. The Audit Committee reviews each non-audit service to be provided and assesses the impact of the service on the firms independence. In addition, the Audit Committee has delegated authority to grant certain pre-approvals to the Audit Committee Chair. Pre-approvals granted by the Audit Committee Chair are reported to the full Audit Committee at its next regularly scheduled meeting.
PART IV
ITEM 15.
(a)
(2)
### Exhibits
Exhibit
Number
Description
31.3
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.4
Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
Cover Page Interactive Data File (embedded within the Inline XBRL document).<|endoftext|>The Howard Hughes Corporation (the Company), is filing this Amendment No. 1 (the Amendment) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the Form 10-K), which was filed on February 25, 2021, to provide separate audited consolidated financial statements for DLV/HHPI Summerlin, LLC (The Summit), our joint venture with Discovery Land Company, in accordance with Rule 3-09 of Regulation S-X. The consolidated financial statements of The Summit as of and for the year ended December31, 2020 were not available at the time that the Company filed its Form 10-K on February25, 2021. The Summit's audited Consolidated Financial Statements as of December31, 2020 and 2019 and for the years ended December31, 2020, 2019 and 2018, and Report of Independent Auditors, are filed as Exhibit 99.1 and are included as financial statement schedules in Item 15 of this Form 10-K/A.
This Amendment also updates, amends and supplements Part IV, Item 15 of the Form 10-K to include the filing of Exhibit 23.2, the consent of Ernst & Young LLP, and the filing of new Exhibits 31.1, 31.2 and 32.1, certifications of our Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a) and (b) of the Securities and Exchange Act of 1934.
Except as described above, this Amendment is not intended to update or modify any other information presented in the Form 10-K for the fiscal year ended December31, 2020, as originally filed. This Amendment does not update or modify in any way the financial position, results of operations, cash flows or related disclosures in the Form 10-K and does not reflect events occurring after the Form 10-Ks original filing date of February25, 2021. Accordingly, this Form 10-K/A should be read in conjunction with the Form 10-K for the year ended December31, 2020 and any subsequent filings with the Securities and Exchange Commission.
### Item 15. Exhibits, Finanical Statement Schedule
(a)
Financial Statements and Financial Statement Schedule.
The Consolidated Financial Statements and Schedule listed in the accompanying Index to Consolidated Financial Statements and Financial Statement Schedule were previously filed with the Annual Report on Form 10-K for the year ended December31, 2020, filed on February25, 2021.
The following financial statements are included in this Amendment No. 1 to Annual Report on Form 10-K/A pursuant to Rule 3-09 of Regulation S-K.
DLV/HHPI Summerlin, LLC audited Consolidated Financial Statements as of December31, 2020 and 2019 and for the years ended December31, 2020, 2019 and 2018
No additional financial statement schedules are presented since the required information is not present or not present in amounts sufficient to require submission of the schedule or because the information required has been enclosed in the Consolidated Financial Statements and notes thereto.
(b)
### Exhibits.
A list of exhibits to be filed or furnished as part of this Amendment is set forth in the Exhibit Index below.
ExhibitNo.
Description of Exhibit
23.2+
Consent of Ernst & Young LLP
31.1+
31.2+
32.1+
99.1+
DLV/HHPI Summerlin, LLC audited Consolidated Financial Statements as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018
+Filed herewith | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
For general corporate purposes. As a result of the issuance of the shares of Series A Preferred Stock to the Investors, ASE and ASEH became beneficial owners of more than 5% of our outstanding common stock.
Director Independence
Our Board has determined that, with the exception of Messrs. Wolfe and Mahlab, each of our current directors satisfies the current independent director standards established by the Nasdaq rules and, as to the members of the Audit Committee, the additional independence requirements under applicable rules and regulations of the SEC. Thus, a majority of the Board is comprised of independent directors as required by the Nasdaq rules. Casey, Brodsky and Frumberg, each of whom is an independent director in accordance with Nasdaq Rule 5605(c). Bjork, Casey and Frumberg, each of whom is an independent director in accordance with Nasdaq Rule 5605(d). The Nominating Committee of the Board is composed of Messrs. Brodsky, Bjork and Frumberg, each of whom is independent in accordance with Nasdaq Rule 5605(e).
### Item 14.
Audit Fees
The aggregate fees billed by Ernst & Young LLP (EY), our independent registered public accounting firm, for professional services rendered for the audit of our annual financial statements, comfort letters, statutory and subsidiary audits, consents and assistance with review of documents filed with the SEC for the fiscal years ended December 31, 2019 and December 31, 2020 were $942,000 and $550,000, respectively.
### Audit-Related Fees
There were no fees billed by EY for audit-related services reasonably related to the performance of the audit or review of our financial statements during the fiscal years ended December 31, 2019 and December 31, 2020.
Tax Fees
The aggregate fees billed by EY for professional services rendered for tax compliance, tax advice or tax planning during fiscal years ended December 31, 2019 and December 31, 2020 were $2,500 and $279,000, respectively.
### All Other Fees
The aggregate fees billed by EY for all other services, not included in the above, during the fiscal year ended December 31, 2020 were $41,500, which primarily consist of fees related to financial reporting advisory services. There were no other fees billed by EY for products or professional services rendered during the fiscal year ended December 31, 2019, other than services described under the captions Audit Fees and Tax Fees above.
The Audit Committee pre-approves all services, including both audit and non-audit services, provided by our independent registered public accounting firm. For audit services, each year the independent registered public accounting firm provides the Audit Committee with an engagement letter outlining the scope of the audit services proposed to be performed during the year, which must be formally accepted by the Audit Committee before the audit commences. The independent registered public accounting firm also submits an audit services fee proposal, which also must be approved by the Audit Committee before the audit commences. None of the fees for services described above under the captions Tax Fees or All Other Fees approved by the Audit Committee were approved pursuant to the exception provided by paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
PART IV.
Item 15.<|endoftext|>ION Acquisition Corp 1 Ltd. 1 on Form 10-K/A (the Amendment) to amend and restate certain items in its Annual Report on Form 10-K as of December 31, 2020 and for the period from August 6, 2020 (inception) through December 31, 2020, originally filed with the U.S. Securities and Exchange Commission (the SEC) on March 22, 2021 (the Original 10-K).
On April 12, 2021, the Staff of the Securities and Exchange Commission (SEC) released the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs) (the Statement). The SEC Staff Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to those issued by the Company at the time of its initial public offering in October 2020.
In connection with the Companys Initial Public Offering (IPO) on October 6, 2020, the Company issued to investors 25,875,000 units, consisting of one share of Class A ordinary share and one-fifth of one redeemable warrant (Public Warrant). Simultaneously with the closing of the IPO, the Companys Initial Shareholders purchased an aggregate of 7,175,000 private placement warrants (Private Placement Warrants). Each whole Public Warrant and Private Placement Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share, subject to adjustment.
Contracts in Entitys Own Equity, in particular as applicable to certain provisions in the Warrants related to tender or exchange offer provisions as well as provisions that provided for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant, the Company evaluated the terms of the Warrant Agreement entered into in connection with the Companys IPO and concluded that the Companys Warrants include provisions that, based on ASC 815-40, preclude the Warrants from being classified as components of equity.
### Effects of Restatement
As a result of the factors described above, the Company has included in this Amendment: (i)certain restated items on the previously issued balance sheet dated as of October 6, 2020, the date that the IPO closed, that were previously reported on a Current Report on Form 8-K filed with the SEC on October 13, 2021 (the IPO Closing 8-K), and (ii)restated financial statements as of December 31, 2020 and for the period from August 6, 2020 through December 31, 2020 that were previously reported on the Original 10-K, to restate the following non-cash items: understatement of liabilities and overstatement of Class A ordinary shares subject to possible redemption by approximately $32.5 million and $52.5 million as of October 6, 2020 and December 31, 2020, respectively; understatement of additional paid-in capital and accumulated deficit by approximately $20.2 million as of December 31, 2020; understatement of net loss by approximately $20.2 million for the period from August 6, 2020 through December 31, 2020; and understatement of basic and diluted net loss per share, non-redeemable ordinary shares of $2.39 for the period from August 6, 2020 through December 31, 2020.
Items Amended
Risk Factors; (ii) Part II, Item 7. (iii) Part II, Item 8. (iv) Part II, Item 9A. Controls and Procedures; and (v) Part IV, Item 15.<|endoftext|>VI (the Company) is filing this Amendment No.1 on Form10-K/A (the Amendment) to amend and restate certain items in its Annual Report on
Form10-K as of December31, 2020 and for the period from July10, 2020 (inception) through December31, 2020, originally filed with the U.S. Securities and Exchange Commission (the SEC) on March30, 2021 (the Original 10-K).
On June 18, 2021, the Companys independent registered public accounting firm (the Independent Accountants), the Companys management and the audit committee of the Companys Board of Directors (the Audit Committee) concluded that it is appropriate to restate the Companys previously issued audited financial statements as of December31, 2020 and for the period from July10, 2020 (inception) December31, 2020 (the Relevant Period), which were included in the Original 10-K.
As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i)the 28,750,000 redeemable warrants (the Public Warrants) that were included in the units issued by the Company in its initial public offering (the IPO) and (ii)the 11,000,000 redeemable warrants that were issued to the Companys sponsor in a private placement that closed concurrently with the closing of the IPO (together with the Public Warrants, the Warrants).
Derivatives and Hedging Contracts in Entitys Own Equity, the Company concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity.
Fair Value Measurement, with changes in fair value recognized in the statement of operations in the period of change.
Additionally, the Company revised the Statement of Changes in Stockholders Equity to present temporary equity separate from permanent equity, which allows for better alignment to the Balance Sheet presentation. Accordingly, the Company revised the financial statement name to Statement of Changes in Temporary Equity and Permanent Equity to reflect this presentation change.
### Effects of Restatement
As a result of the factors described above, the Company has included in this Amendment: (i)certain restated items on the previously issued balance sheet dated as of October14, 2020, the date that the IPO closed, that were previously reported on a Current Report on Form8-K filed with the SEC on October20, 2021 (the IPO Closing 8-K), and (ii)restated financial statements as of December31, 2020 and for the period from July10, 2020 through December31, 2020 that were previously reported on the Original 10-K, to restate the following non-cash items: understatement of liabilities and overstatement of temporary equity by approximately $58.6 million and $130.0 million as of October14, 2020 and December31, 2020, respectively; understatement of additional paid-in capital and accumulated deficit by approximately $130.0 million as of December31, 2020; understatement of net loss by approximately $73.7 million for the period from July10, 2020 through December31, 2020; and understatement of basic and diluted net loss per share, non-redeemable ordinary shares of $(2.36) for the period from July10, 2020 through December31, 2020.
Items Amended
Risk Factors; (ii)PartII,Item 7. (iii)PartII,Item 8. (iv)PartII,Item 9A. Controls and Procedures; and (v)PartIV,Item 15.<|endoftext|>on and the registrants shares of Class A common stock and warrants began trading on on
The aggregate market value of the units outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the units on December 31, 2020, as reported on was $ i
### EXPLANATORY NOTE
1 to the Annual Report on Form 10-K to we, us, the Company or our company are to Cascade Acquisition Corp., unless the context otherwise indicates.
This Amendment No. 1 to the Annual Report on Form 10-K/A (the Amended Annual Report) amends the Annual Report on Form 10-K of Cascade Acquisition Corp. for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission (SEC) on March 30, 2021 (the Original Report).
Since their issuances on November 24, 2020 in connection with our initial public offering (the IPO) and until the date of the restatements, our public warrants and private warrants (collectively, the Warrants) were reflected as a component of equity instead of liabilities on our balance sheet and, based on our application of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 815-40, Derivatives and Hedging, Contracts in Entitys Own Equity (ASC 815-40), our statement of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants. The views expressed in the SEC Staff Statement were not consistent with our historical interpretation of specific provisions within our warrant agreement (the warrant agreement), and our application of ASC 815-40 to the warrant agreement.
Prior to filing this Amended Annual Report, in consultation with our audit committee, we concluded that our audited financial statements for the period ended December 31, 2020 included in the Original Report and the audited balance sheet dated as of November 24, 2020 (collectively, the Affected Periods) included in Form 10-K filed with the SEC on March 30, 2021, should no longer be relied upon and should be restated and that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in our statement of operations each reporting period. On May 16, 2021, our audit committee authorized management to restate its audited financial statements for the period ended December 31, 2020 (the restatement).
The change in accounting for the Warrants reflected in the restatement did not have any impact on our liquidity, cash flows, revenues or costs of operating our business or other non-cash adjustments during the Affected Periods or during any other period for which financial information is included in this Amended Annual Report. Our cash, investments held in the trust account, operating expenses or total cash flows from operations during the Affected Periods also were not affected.
See Item 9A, Controls and Procedures.
As such, this Amended Annual Report speaks only as of the date the Original Report was filed, and should be read in conjunction with our other SEC filings, including our SEC filings subsequent to the date of the Original Report.
### Part I, Item 1A. Risk Factors
Part II, Item 7.
Part II, Item 8.
### Part II, Item 9A. Controls and Procedures
Part IV, Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Accordingly, in connection with the partial exercise of the underwriters over-allotment option, our sponsor surrendered 375,000 founder shares on August20, 2020.
Our sponsor, pursuant to a written agreement, purchased 3,150,000 private placement warrants for a purchase price of $6,300,000 in a private placement that occurred simultaneously with the closing of our initial public offering.
The Company paid a broker commission fee to Newfront Insurance of approximately $41,165.
We entered into a registration and shareholder rights agreement pursuant to which our initial shareholders, and their permitted transferees, if any, will be entitled to certain registration rights with respect to the private placement warrants, the securities issuable upon conversion of working capital loans (if any) and the ClassA ordinary shares issuable upon exercise of the foregoing and upon conversion of the founder shares. Further, pursuant to an agreement to be entered into on or prior to the closing of our initial public offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for appointment to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement.
The audit committee of our board of directors adopted a charter, providing for the review, approval and/or ratification of related party transactions, which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee.
Director Independence
We have independent directors as defined in NYSEs listing standards and applicable SEC rules. Our board of directors has determined that Pierre Lamond, Gautam Gupta, Michelle Gill, Lachy Groom and Trina Spear are independent directors as defined in the NYSE listing standards and applicable SEC rules.
Item 14.
Audit Fees
Audit fees consist of fees for professional services rendered for the audit for the period from June24, 2020 (inception) through December31, 2020 financial statements, reviews of our quarterly financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings. The aggregate fees billed by WithumSmith+Brown, PC for audit fees, inclusive of required filings with the SEC for the period from June24, 2020 (inception) through December31, 2020 including the services rendered in connection with our initial public offering, totaled $73,925.
### Audit-Related Fees
Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of the period from June24, 2020 (inception) through December31, 2020 financial statements and are not reported under Audit Fees. For the period from June24, 2020 (inception) through December31, 2020, WithumSmith+Brown, PC did not render such services.
Tax Fees
For the period from June24, 2020 (inception) through December31, 2020, we WithumSmith+Brown, PC did not render such services.
### All Other Fees
For the period from June24, 2020 (inception) through December31, 2020, WithumSmith+Brown, PC did not render any of these other services.
PARTIV
Item 15.<|endoftext|>Information about the Companys assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding loss and fair value of held-to-maturity securities at December 31, 2020 is also presented:
For the period from July 27, 2020 (inception) through December 31, 2020, there were no changes between levels.
The Warrants and FPA are accounted for as liabilities in accordance with ASC 815-40. The warrant liabilities and FPA are measured at fair value at inception and on a recurring basis, with changes in fair value presented in the statement of operations.
### Initial Measurement
The Company established the initial fair value for the Warrants and FPA on November 27, 2020, the date of the Companys Initial Public Offering. The Public Warrants are valued using a Monte Carlo simulation model and the Private Placement Warrants are valued using a Black-Scholes-Merton model while the committed units of the FPA are valued using a discounted valuation of a reconstructed unit price and the optional units of the FPA are valued using the same reconstructed unit price within a Black-Scholes-Merton model framework. The estimated fair values of the Private Placement Warrants and the Public Warrants, prior to being separately listed and traded, and the FPA units are determined using unobservable inputs, resulting in such valuations to be classified as Level 3 in the fair value measurement hierarchy.
F -20
Tiga Acquisition Corp.
###
The following table provides quantitative information regarding Level 3 fair value measurement inputs at their measurement dates:
The implied stock price is calculated iteratively by subtracting public warrant value from observed unit price until convergence. Volatility assumptions are based on volatilities from comparable publicly traded SPACs and implied volatilities from comparable publicly traded warrants. Time to maturity for the warrants is assumed to be equivalent to their remaining contractual term while for the FPA is the expected time to exercise. The risk-free rate is based on US Treasury rates commensurate with the remaining time to expiration of the liability. The Company anticipates the dividend to remain at zero.
The following table presents the changes in the fair value of the Warrants and FPA liabilities:
### F -21
Tiga Acquisition Corp.
### NOTE 10SUBSEQUENT EVENTS
On May 18, 2021, the Company announced the approval and extension of the time period to consummate a Business Combination and the approval of the issuance and sale of certain Private Placement Warrants in connection therewith. On May 20, 2021, the required deposit of $2,760,000 was placed into the Trust Account and on May 25, 2021, the Company issued and sold to the Sponsor 2,760,000 Private Placement Warrants (the Extension Private Placement Warrants and together with the Initial Private Placement Warrants, the Private Placement Warrants). With this extension, the Company will have until November 27, 2021 to consummate a Business Combination. The total amount of outstanding Private Placement Warrants is 13,040,000 and the total deposits into the Trust Account have been $281,520,000 ($10.20 per public share).
F -22 i ii<|endoftext|>Metromile, Inc., referred to herein as the company, we, or us, and formerly known as INSU Acquisition Corp. II, or INSU, is filing this Amendment No. 1 on Form 10-K/A, or the Amended Annual Report, to amend and restate certain items in its Annual Report on Form 10-K for the year ended December 31, 2020, or the Original Filing, filed with the U.S. Securities and Exchange Commission, or the SEC, on March 31, 2021, including INSUs consolidated financial statements and related disclosures as of and for the year ended December 31, 2020, or the Restatement.
Subsequent to the issuance of the Original Filing, the Companys management became aware that INSUs consolidated financial statements as of and for the year ended December 31, 2020 contained errors resulting from the improper classification of its public and private placement warrants to purchase Class A ordinary shares that the Company, collectively, the Warrants, which were initially issued by INSU, a special purpose acquisition company, or SPAC, in connection with its initial public offering, or Initial Public Offering, in September 2020. On April 12, 2021, the Acting Director of the Division of Corporation Finance and the Acting Chief Accountant of the SEC issued Staff Statement on Accounting and Reporting Considerations for Warrants Issued by SPACs, or the Statement. The Statement discussed certain features of warrants issued in SPAC transactions that may be common across many entities. The Statement indicated that when one or more of such features is included in a warrant, the warrant should be classified as a liability measured at fair value, with changes in fair value each period reported in earnings. Following consideration of the guidance in the Statement, the Company concluded the Warrants do not meet the conditions to be classified in equity and instead, the warrants meet the definition of a derivative under Accounting Standards Codification 815, under which the Company should record the Warrants as liabilities on the Companys consolidated balance sheet at fair value as of the Merger Date, with subsequent changes in their respective fair values recognized in the Companys consolidated statement of operations at each reporting date. As a result, the Restatement gives effect to the correction of this error in INSUs consolidated financial statements as of and for the year ended December 31, 2020. The Company also identified a reclassifications error related to temporary equity and permanent equity. Refer to Note 2, Restatement of Previously Issued Financial Statements and Note 13, Impact of Restatement on Quarterly Financial Information (Unaudited) within the Notes to the Consolidated Financial Statements of this Amended Annual Report for additional information.
Except as discussed above and as further described in Notes 2 and 13 to the consolidated financial statements, the Company has not modified, or updated disclosures presented in this Amended Annual Report. Information not affected by the Restatement is unchanged and reflects disclosures made at the time of the filing of the Original Filing.
Each of the following items included in the Original Filing are amended and restated in their entirety in this Amended Annual Report:
Part II, Item 7.
Part II, Item 8.
Part II, Item 9A. Controls and Procedures.
Part IV, Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Washington, D.C. 20549
Form
10-K/A
(Mark One)
### For the fiscalyear ended
December31, 2020
Or
For the transition period from ___________to ___________
Commission file number
001-36057
### Ring Energy,Inc.
Nevada
90-0406406
(I.R.S. Employer
### Identification Number)
1725 Hughes Landing Blvd. Suite 900
The Woodlands
,
TX
(Zip Code)
(
)
397-3699
Securities registered under Section12(b)of the Exchange Act:
### Title of Each Class
Trading Symbol
Name of Exchange
Common Stock, par value $0.001
REI
### NYSE American
Securities registered under Section12(g)of the Exchange Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer
, as defined in Rule405 of the Securities Act. Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d)of the Act. Yes
No
Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of the Exchange Act during the preceding 12months (or for such shorter period that the Registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.
Yes
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).
Yes
No
See definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
### Large accelerated filer
Accelerated filer
Non-accelerated filer
Emerging growth company
### If an emerging growth company
, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.
Indicate by check mark whether the registrant is shell company (as defined in Rule12b-2 of the Act). Yes
No
As of June30, 2020, the aggregate market value of the common voting stock held by non-affiliates of the issuer, based upon the closing stock price on the NYSE American of $1.16 per share, was $74,553,881.
As of March17, 2021, the issuer had outstanding 99,181,587 shares of common stock ($0.001 par value).
The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the registrant's definitive proxy statement relating to the Annual Meeting of Stockholders to be held in 2021, which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates.
### EXPLANATORY NOTE
Ring Energy, Inc. (Ring, Ring Energy or the Company) is filing this Amendment No. 1 on Form 10-KA (the Amendment) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the Securities and Exchange Commission (the SEC) on March 16, 2021 (the Original Filing). We are filing this Amendment to correct a typographical error in the report involving our basic and diluted earnings per share.
This Amendment amends and restates Item 6: Selected Financial Data of Part II and Item 15:<|endoftext|>The Board of Directors considers in its evaluation of independence whether any director has a relationship with us that would interfere with the exercise of independent judgment in carrying out his or her responsibilities of a director.
ITEM 14.
Audit and Other Fees
The following table sets forth fees billed to us by our current independent auditors during the fiscal years ended September30, 2020 and 2019 for: (i)services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii)services by our auditor that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as Audit Fees, (iii)services rendered in connection with tax compliance, tax advice and tax planning, and (iv)all other fees for services rendered.
### Audit Fees
Consists of fees billed for professional services rendered for the audit of our consolidated financial statements, review of the interim consolidated financial statements included in quarterly reports, and services that are normally provided by our independent auditors in connection with statutory and regulatory filings or engagements, including registration statements.
Audit-Related Fees
Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under Audit Fees, such as accounting consultation and audits in connection with acquisitions.
### Tax Fees
Consists of fees billed for professional services for tax compliance, tax advice and tax planning.
All Other Fees
Consists of fees for products and services other than the services reported above.
The Board of Directors has considered whether the provision of non-audit services is compatible with maintaining the principal accountants independence and has determined that independence has been maintained.
Our audit committee is responsible for approving all audit, audit-related, tax and other services. The audit committee pre-approves all auditing services and permitted non-audit services, including all fees and terms to be performed for us by our independent auditor at the beginning of the fiscal year. Non-audit services are reviewed and pre-approved by project at the beginning of the fiscal year. Any additional non-audit services contemplated by us after the beginning of the fiscal year are submitted to the chairman of our audit committee for pre-approval prior to engaging our independent auditor for such services. These interim pre-approvals are reviewed with the full audit committee at its next meeting for ratification. During the fiscal years ended September30, 2020 and 2019, all services performed by Marcum LLP were pre-approved by our audit committee in accordance with these policies and applicable SEC regulations.
ITEM 15.
(3)
### Exhibits
* A request for confidentiality has been granted for certain portions of the indicated document. Confidential portions have been omitted and filed separately with the SEC as required by Rule24b-2 promulgated under the Exchange Act.
+ Portions of this exhibit have been omitted because the information is both not material and would likely cause competitive harm to the registrant if publicly disclosed. The omissions have been indicated by bracketed asterisks ([***]).<|endoftext|>Greenrose Acquisition Corp. 1), or this Annual Report, to amend our Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March 11, 2021, or the Original Filing, to restate our consolidated financial statements for the period ended December 31, 2020. We are also restating the financial statements as of February 13, 2020; and as of and for the periods ended March 31, 2020, June 30, 2020 and September 30, 2020 (collectively, the Original Financial Statements) in the accompanying financial statements included in this Annual Report, including describing the restatement and its impact on previously reported amounts.
### Restatement Background
This Amendment reflects the correction of the following errors identified in light of the SEC Warrant Accounting Statement, subsequent to the filing of the Original Filing (see Item 8 and Note 2 of the notes to the financial statements included herein for more details on the impact of the restatement on our financial statements).
The restatement primarily relates to consideration of the factors in determining whether to classify contracts that may be settled in an entitys own stock as equity of the entity or as an asset or liability in accordance with Accounting Standards Codification (ASC) 815-40,Derivatives and HedgingContracts in Entitys Own Equity. In the Original Filing, the Company classified as equity instruments the (i) private placement warrants issued in connection with the Companys initial public offering and (ii) the convertible component of the convertible promissory notes related party. Upon further consideration of the rules and guidance, management of the Company concluded that the private placement warrants and the convertible component of the convertible promissory note (collectively, the Derivative Instruments) are precluded from equity classification. As a result, the Derivative Instruments should be recorded as liabilities on the balance sheet and measured at fair value at inception and on a recurring basis in accordance with ASC 820,Fair Value Measurement,with changes in fair value recognized in the statement of operations.
As a result, on May 14, 2021, the Companys management and the Audit Committee of the Companys board of directors (the Audit Committee), after consultation with management and a discussion with Marcum LLP, the Companys independent registered public accounting firm (the Independent Accounting Firm), concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.
Internal Control and Disclosure Controls Consideration
As a result of that reassessment, the Companys management determined that its disclosure controls and procedures for such periods were not effective due to a material weakness in internal controls over financial reporting solely related to the accounting for warrants as described above.
No attempt has been made in this Amendment to update other disclosures presented in the Original Filing, except as required to reflect the effects of the restatement, and updated for the entering into of material definitive agreements with four companies as of March 12, 2021.
Part I Item 1. Business
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
The purpose of this filing is to amend the Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission on March 29, 2021 to include the Ernst & Young LLP report of independent registered public accounting firm as of December 31, 2019 and for the two years then ended, and to amend the Deloitte & Touche LLP report of independent registered public accounting firm as of December 31, 2020 and for the year then ended to remove reference to the other auditors as of December 31, 2019 and for the two years then ended. No other changes have been made to the Form 10-K, as previously filed on March 29, 2021, and information reported as of a particular date has not been updated.
PART II
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements required by this item are included herewith following the Index to Financial Statements and are incorporated by reference into this Item 8.
The following information presented on a quarterly basis is unaudited.
PART IV
### ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Financial Statements
The financial statements and balance sheets required by this Item are included herewith, beginning after the signature page hereof, and are incorporated into this Item 15.
### Exhibits
The following documents (unless otherwise indicated) are filed herewith and made part of this registration statement.
Exhibit Designation
Description
*3.1
Certificate of Formation of Altegris Winton Futures Fund, L.P.
**4.1
Third Amended and Restated Agreement of Limited Partnership of Altegris Winton Futures Fund, L.P.
*10.1
Advisory Contract between Altegris Winton Futures Fund, L.P., Rockwell Futures Management, Inc.
*** and Winton Capital Management Limited and Amendment thereto dated June 1, 2008
*10.2
Introducing Broker Clearing Agreement between Fimat USA, LLC
**** and Altegris Investments, Inc.
*10.3
Form of Selling Agency Agreement
31.01
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.02
Rule 13a-14(a)/15d-14(a) Certification of Financial Executive Officer
32.01
Section 1350 Certification of Principal Executive Officer
32.02
Section 1350 Certification of Principal Financial Officer
*****101.INS
XBRL Instance Document
*****101.SCH
XBRL Schema Document
*****101.CAL
XBRL Calculation Linkbase Document
*****101.DEF
*****101.LAB
XBRL Label Linkbase Document
*****101.PRE
XBRL Presentation Linkbase Document
____________________
* These exhibits are incorporated by reference to the exhibits of the same numbers and descriptions filed with the Partnerships Registration Statement (File No. 000-53348) filed on July 30, 2008 on Form 10-12G under the Securities Exchange Act of 1934.
** This exhibit is incorporated by reference to the exhibit of the same number and description filed with the registrants Annual Report on Form 10-K (File No. 000-53348) filed on March 31, 2015.
*** Rockwell Futures Management, Inc. became Altegris Portfolio Management, Inc., which merged with and into Altegris Advisors, L.L.C.
**** Fimat USA, LLC became Newedge USA, LLC, which merged with and into SG Americas Securities, LLC.
These exhibits are incorporated by reference to the exhibits of the same numbers and descriptions filed with the registrants Annual Report on Form 10-K for the year ended December 31, 2020 filed on March 29, 2021.<|endoftext|>Reference to Exhibit 4.3 to Registrants Registration Statement on Form S-8 (Registration No. 333-211023) filed with the Commission on April 29, 2016.
### Exhibit
Description
Reference
10.30 *
Olympic Steel, Inc. Senior Manager Compensation Plan
Incorporated by reference to Exhibit 10.30 to Registrants Form 10-Q filed with the Commission on May 6, 2011 (Commission File No. 0-23320).
10.32 *
Donald McNeeley Employment Agreement effective as of March 31, 2016
Incorporated by reference to Exhibit 10.32 to Registrants Form 8-K filed with the Commission on March 31, 2016 (Commission File No. 0-23320).
10.33 *
Richard T. Marabito Employment Agreement effective as of December 21, 2018
Incorporated by reference to Exhibit 10.13 to Registrants Form 8-K filed with the Commission on December 21, 2018 (Commission File No. 0-23320).
10.34 *
Form of RSU Agreements for Messrs. Siegal, Wolfort and Marabito.
Incorporated by reference to Exhibit 10.34 to Registrants Form 10-K filed with the Commission on February 23, 2012 (Commission File No. 0-23320).
10.37 *
Amendment to Form of Management Retention Agreement for Senior Executive Officers of the Company
Incorporated by reference to Exhibit 10.1 to Registrants Form 10-Q filed with the Commission on May 1, 2015 (Commission File No. 0-23320).
10.40 *
Richard A. Manson Employment Agreement effective as of December 21, 2018
Incorporated by reference to Exhibit 10.40 to Registrants Form 8-K filed with the Commission on December 21, 2018 (Commission File No. 0-23320).
10.41 *
Employment Agreement, dated as of January 1, 2020, between Olympic Steel, Inc. and Andrew S. Greiff
Incorporated by reference to Exhibit 10.41 to Registrants Form 8-K filed with the Commission on December 27, 2019 (Commission File No. 0-23320).
### List of Subsidiaries
Filed herewith
23.1
Consent of Grant Thornton, LLP, Independent Registered Public Accounting Firm
Filed herewith
23.2
Consent of Pricewaterhouse Coopers, LLP Independent Registered Public Accounting Firm
### Filed herewith
Directors and Officers Powers of Attorney
Filed herewith
31.1
Certification of the Principal Executive Officer of the Company, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
31.2
Certification of the Principal Financial Officer of the Company, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
32.1
Written Statement of Richard T. Marabito, Chairman and Chief Executive Officer of the Company pursuant to 18 U.S.C.
Furnished herewith
32.2
Written Statement of Richard A. Manson, Chief Financial Officer of the Company pursuant to 18 U.S.C.
Furnished herewith
101.INS
The following materials from Olympic Steels Annual Report on Form 10-K for the period ended December 31, 2020, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Statements of Cash Flows, (iv) the Supplemental Disclosures of Cash Flow Information, (v) the Consolidated Statements of Shareholders Equity, (vi) Notes to Unaudited Consolidated Financial Statements and (vii) document and entity information.
Cover Pager Interactive Data File (embedded with the Inline XBRL document).
* This exhibit is a management contract or compensatory plan or arrangement.
### ITEM 16. FORM 10-K SUMMARY
None.<|endoftext|>2018)
10.29*
2015 Non-Employee Director Compensation and Reimbursement Policy.
Exhibit 10.1 to Form 10-Q (filed May 9, 2016)
10.30
Credit Agreement, dated as of March 13, 2017, by and among Alaska Communications, as the borrower, the Company and certain of its direct and indirect subsidiaries, as guarantors, ING Capital LLC, as administrative agent, and the lenders party thereto.
Exhibit 10.1 to Form 8-K (filed March 15, 2017)
10.31*
Compensation Letter from to Leonard Steinberg dated March 26, 2019.
Exhibit 10.2 to Form 10-Q (filed May 10, 2019)
10.32*
Compensation Letter from to Laurie Butcher dated March 26, 2019.
Exhibit 10.3 to Form 10-Q (filed May 10, 2019)
10.33*
Employment Agreement between and Diedre L. Williams dated September 20, 2019.
Exhibit 10.1 to Form 8-K (filed September 26, 2019)
10.34*
Employment Agreement between and William H. Bishop effective October 14, 2019.
Exhibit 10.1 to Form 8-K (filed October 15, 2019)
10.35*
Compensation Letter between and William H. Bishop dated July 5, 2019.
Exhibit 10.1 to Form 8-K (filed July 2, 2019)
10.36*
Separation Agreement and Officers Release between and Anand Vadapalli dated June 12, 2019.
Exhibit 10.4 to Form 10-Q (filed August 8, 2019)
10.37*
First Amendment to Employment Agreement between Anand Vadapalli and
Exhibit 10.1 to Form 8-K (filed October 6, 2017)
10.38*
Second Amendment to Employment Agreement between Anand Vadapalli and
Exhibit 10.1 to Form 8-K (filed May 14, 2018)
10.39*
Form of Directors and Officers Indemnification Agreement
Exhibit 10.1 to Form 8-K (filed December 22, 2017)
21.1
### Subsidiaries of the Registrant
Exhibit 21.1 to Form 10-K (filed March 16, 2021)
23.1
Consent of Moss Adams LLP relating to the audited financial statements of
Exhibit 23.1 to Form 10-K (filed March 16, 2021)
31.1
Exhibit 31.1 to Form 10-K (filed March 16, 2021)
31.2
Exhibit 31.2 to Form 10-K (filed March 16, 2021)
31.3
Filed herewith
31.4
Filed herewith
32.1
Certification of William Bishop, President and Chief Executive Officer, pursuant to 18 U.S.C.
Exhibit 32.1 to Form 10-K (filed March 16, 2021)
32.2
Certification of Laurie Butcher, Chief Financial Officer, pursuant to 18 U.S.C.
Exhibit 32.2 to Form 10-K (filed March 16, 2021)
101.INS
Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
Exhibit 101.INS to Form 10-K (filed March 16, 2021)
101.SCH
### Inline XBRL Taxonomy Extension Schema Document
Exhibit 101.SCH to Form 10-K (filed March 16, 2021)
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.CAL to Form 10-K (filed March 16, 2021)
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 101.DEF to Form 10-K (filed March 16, 2021)
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.LAB to Form 10-K (filed March 16, 2021)
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit 101.PRE to Form 10-K (filed March 16, 2021)
### Filed herewith
* Indicates a management contract or compensatory plan or arrangement.
** Confidential treatment of certain portions of this exhibit has been granted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
### EXPLANATORY NOTE
Reinvent Technology Partners (the Company) is filing this Amendment No.1 on Form
10-K/A
10-K as of December31, 2020 for the period from July3, 2020 (inception) through December31, 2020, originally filed with the U.S. Securities and Exchange Commission (the SEC) on March3, 2021 (the
Original10-K).
On May 12, 2021, the Companys management and the audit committee of the Companys Board of Directors (the Audit Committee) concluded that it is appropriate to restate (i)certain items on the Companys previously issued audited balance sheet dated as of September21, 2020, which were included in the Companys Current Report on Form
8-K filed with the SEC on September25, 2020 (the IPO Closing
8-K),
(ii) the Companys previously issued unaudited financial statements as of September30, 2020 and for the period from July3, 2020 (inception) to September30, 2020, which were included in the Companys Quarterly Report on Form
10-Q for such period filed with the SEC on November10, 2020 (the Quarterly Report), and (iii)the Companys previously issued audited financial statements as of December31, 2020 and for the period from July3, 2020 (inception) December31, 2020, which were included in the Original
10-K.
As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i)the 17,250,000 redeemable warrants (the Public Warrants) that were included in the units issued by the Company in its initial public offering (the IPO) and (ii)the 11,533,333 redeemable warrants that were issued to the Companys sponsor in a private placement that closed concurrently with the closing of the IPO (together with the Public Warrants, the Warrants).
815-40,
### Fair Value Measurement
Effects of Restatement
As a result of the factors described above, the Company has included in this Amendment: (i)certain restated items on the previously issued balance sheet dated as of September21, 2020, the date that the IPO closed, that were previously reported in the IPO Closing
8-K,
(ii) restated financial statements as of September30, 2020 and for the period from July3, 2020 (inception) to September30, 2020, that were previously reported in the Quarterly Report and (iii)restated financial statements as of December31, 2020 and for the period from July3, 2020 (inception) through December31, 2020 that were previously reported in the Original
10-K, to restate the following non-cash items: understatement of liabilities and overstatement of temporary equity by approximately $38.3 million, $56.3 million and $99.9 million as of September 21, 2020, September 30, 2020 and December 31, 2020, respectively; understatement of additional paid-in capital and accumulated deficit by approximately $1.3 million, $19.4 million and $63.0 million as of September 21, 2020, September 30, 2020 and December 31, 2020, respectively; understatement of net loss by approximately $19.4 million and $63.0 million for the period from July3, 2020 (inception) through September30, 2020 and July3, 2020 (inception) through December31, 2020, respectively; and understatement of basic and diluted net loss per share, non-redeemable ordinary shares of $1.13 and $3.65 for the period from July3, 2020 (inception) through September30, 2020 and July3, 2020 (inception) through December31, 2020, respectively.
Items Amended
Risk Factors; (ii)Part II, Item 7. (iii)Part II, Item 8. (iv)Part II, Item 9A. Controls and Procedures; and (v)Part IV, Item 15.<|endoftext|>Which primarily consist of advertising and media services provided by our trivago segment to our Retail segment. These intersegment transactions are recorded by each segment at amounts that approximate fair value as if the transactions were between third parties, and therefore, impact segment performance. However, the revenue and corresponding expense are eliminated in consolidation. The elimination of such intersegment transactions is included within Corporate and Eliminations in the table below.
Corporate and Eliminations also includes unallocated corporate functions and expenses as well as Bodybuilding.com subsequent to our acquisition in July 2019 through its sale in May 2020. In addition, we record amortization of intangible assets and any related impairment, as well as stock-based compensation expense, restructuring and related reorganization charges, legal reserves, occupancy tax and other, and other items excluded from segment operating performance in Corporate and Eliminations. Such amounts are detailed in our segment reconciliation below.
The following tables present our segment information for 2020, 2019 and 2018. As a significant portion of our property and equipment is not allocated to our operating segments and depreciation is not included in our segment measure, we do not report the assets by segment as it would not be meaningful. We do not regularly provide such information to our chief operating decision makers.
### Revenue by Business Model and Service Type
The following table presents revenue by business model and service type for the years ended December31, 2020, 2019 and 2018:
(1)
Other includes car rental, insurance, destination services, cruise and fee revenue related to our corporate travel business, among other revenue streams, none of which are individually material. Other also includes product revenue of $59million and $58million during the years ended December 31, 2020 and 2019 related to Bodybuilding.com, which was sold in May 2020.
Our Retail and B2B segments generate revenue from the merchant, agency and advertising, media and other business models as well as all service types. trivago segment revenue is generated through advertising and media.
### Geographic Information
The following table presents revenue by geographic area, the United States and all other countries, based on the geographic location of our websites or points of sale with the exception of trivago, which has all been allocated to Germany, the location of its corporate headquarters, for the years ended December31, 2020, 2019 and 2018. No sales to an individual country other than the United States accounted for more than 10% of revenue for the presented years.
The following table presents property and equipment, net for the United States and all other countries, as of December31, 2020 and 2019:
### NOTE20 Valuation and Qualifying Accounts
The following table presents the changes in our valuation and qualifying accounts. Other reserves primarily include our accrual of the cost associated with purchases made on our website related to the use of fraudulent credit cards charged-back due to payment disputes and cancellation fees as well as refund reserves in 2020 due to COVID impacts.
(1)
Charges to other accounts primarily relates to amounts acquired through acquisitions, net translation adjustments, and reclassifications.
NOTE21 Quarterly Financial Information (Unaudited)
(1)
Therefore, the sum of the quarterly earnings per share may not equal the total computed for the year.<|endoftext|>Blue Water Acquisition Corp. (Blue Water, the Company, we, us, or our) is filing this Amendment on Form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, originally filed on May 6, 2021 (the Original Filing), to amend and restate Part II, Item 9A Controls and Procedures, with respect to our conclusions regarding the effectiveness of our disclosure controls and procedures and our internal control over financial reporting due to the identification of a material weakness in our internal control over financial reporting identified in connection with the Original Filing.
With respect to the amendment and restatement of Item 9A of Part II, while there is no requirement for any adjustments or restatement to our audited financial statements for the period ended December 31, 2020, a reasonable possibility existed at December 31, 2020 that the identified material weakness in our internal controls could have resulted in a material error in our financial results, which may not have been detected in a timely manner.
As required by Rule12b-15under the Securities Exchange Act of 1934, as amended (the Exchange Act), the certifications required by Rule13a-14(a)under the Exchange Act are also being filed as exhibits to this Amendment. This Amendment should be read in conjunction with the Original Filing, which continues to speak as of the date of the Original Filing. Except as specifically noted above, this Amendment does not modify or update disclosures in the Original Filing. Accordingly, this Amendment does not reflect events occurring after the filing of the Original Filing or modify or update any related or other disclosures, other than those discussed above. No other portions of the Original Filing were changed.
Part II.
Item 9A.
Controls and Procedures.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal year ended December 31, 2020, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer have concluded that during the period covered by this report, as a result of the Companys determination of the need to reclassify the Companys outstanding warrants from equity to warrant liability and certain other complex accounting transactions during the Companys preparation of its Annual Report on Form 10-K for the period ended December 31, 2020 (the Complex Transactions), our disclosure controls and procedures were not effective as of December 31, 2020.
There was no change in our internal control over financial reporting that occurred during the period ended December 31, 2020 covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, other than the remediation steps taken to address the material weakness that arose in connection with the Complex Transactions. Management has implemented remediation steps subsequent to December 31, 2020, to address the material weakness and to improve our internal control over financial reporting.
### PART IV.
Item 15.
(a)
The following documents are filed as a part of this report:
(3)
### Exhibits.
Exhibits are listed on the Exhibit Index at the end of this report.
EXHIBIT INDEX
*
Filed herewith.
**
Previously filed. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
The SEC on December 4, 2019
10.18
*
Iteris, Inc. Amended and Restated Executive Severance Plan
Exhibit 10.20 to the registrant's Annual Report on Form 10-K for the year ended March 31, 2019 as filed with the SEC on June 6, 2019
### Exhibit Number
Description
Reference
10.19
*
Retention Bonus Agreement dated June 4, 2019 between Iteris, Inc. and James Chambers
Exhibit 10.21 to the registrant's Annual Report on Form 10-K for the year ended March 31, 2019 as filed with the SEC on June 6, 2019
10.20
*
Incentive Bonus Agreement dated June 4, 2019 between Iteris, Inc. and James Chambers
Exhibit 10.22 to the registrant's Annual Report on Form 10-K for the year ended March 31, 2019 as filed with the SEC on June 6, 2019
10.21
*
Form of Retention Bonus Agreement entered into between the Company and selling shareholders of Albeck Gerken, Inc.
Exhibit 10.1 to registrant's Current Report on Form 8-K as filed with the SEC on July 9, 2019
10.22
*
2020 Employment Inducement Incentive Award Plan
Exhibit 10.2 to the registrants Current Report on Form 8-K as filed with the SEC on December 7, 2020
10.23
*
Form of Notice Grant of Stock Option and Form of Stock Option Agreement for use with 2020 Employment Inducement Incentive Plan
Exhibit 10.3 to the registrants Current Report on Form 8-K as filed with the SEC on December 7, 2020
10.24
*
Form of Restricted Stock Unit Issuance Agreement for use with 2020 Employment Inducement Incentive Award Plan
Exhibit 10.4 to the registrants Current Report on Form 8-K as filed with the SEC on December 7, 2020
10.25
*
Iteris, Inc.
Exhibit 10.5 to the registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 2020 as filed with the SEC on February 2, 2021
10.26
*
Form of Restricted Stock Unit Issuance Agreement for use with the Iteris, Inc.
Exhibit 10.6 to the registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 2020 as filed with the SEC on February 2, 2021
23.1
Consent of Independent Registered Public Accounting Firm, dated June 1, 2021
23.2
Consent of Independent Registered Public Accounting Firm, dated June 7, 2021
### Filed herewith
Power of Attorney
(included on the Signature page)
31.1
Certification of the Chief Executive Officer, as required pursuant to Section302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of the Chief Financial Officer, as required pursuant to Section302 of the Sarbanes-Oxley Act of 2002
31.3
Certification of the Chief Executive Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
31.4
Certification of the Chief Financial Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
32.1
Certification of the Chief Executive Officer, as required pursuant to Section906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of the Chief Financial Officer, as required pursuant to Section906 of the Sarbanes-Oxley Act of 2002
###
Exhibit Number
Description
Reference
101.INS
### XBRL Instance Document
101.SCH
101.CAL
101.LAB
### XBRL Taxonomy Extension Label Linkbase Document
101.PRE
101.DEF
XBRL Taxonomy Definition Presentation Linkbase Document
Pursuant to Item601(a)(5) of RegulationS-K, certain appendices to this agreement have been omitted. The Company agrees to furnish supplementally to the Securities and Exchange Commission, upon its request, any or all of such omitted appendices.
*Indicates a contract, compensatory plan or arrangement in which directors or executive officers of the registrant are eligible to participate.<|endoftext|>For their attendance at meetings of the Board of Directors up to a maximum annual compensation amount as set forth in the Director Compensation Policy.
In determining appropriate and reasonable fee opportunities available to FHLBNY Directors, the Board takes into consideration the following factors: the desire to attract and retain highly qualified and skilled individuals in order to help guide a complex and highly-regulated financial institution that is subject to a variety of financial, reputational and other risks; the highly competitive environment for talent in the New York City metropolitan area a center of world finance in which stock exchanges, securities companies and other sophisticated financial institutions are located; the demands of the Director position, including the time and effort that Directors must devote to FHLBNY and Board business demands that have grown over the past several years; the overall performance of the FHLBNY, an institution that is a Federal Home Loan Bank System leader, a strong financial performer, a reliable source of liquidity for its customers, and a provider of a consistent dividend and an institution which wishes to maintain this performance; information pertaining to compensation opportunities available to directors of other Federal Home Loan Banks; and director compensation surveys performed over time by outside compensation consulting firm McLagan, most recently in 2019 surveys which provide the Directors with the ability to compare Director compensation opportunities with compensation opportunities available at other institutions.
The Board reviews the issue of appropriate and reasonable Director fee opportunities on an annual basis.
Below are tables summarizing the Director fees and the annual compensation limits that were set by the Board for 2020. Following these tables are additional tables summarizing the Director fees and the annual compensation limits set by the Board for 2021 (which reflect that there were no changes from 2020).
Director Fee Opportunities 2020 (in whole dollars)
Director Annual Compensation Limits 2020 (in whole dollars)
Director Fee Opportunities 2021 (in whole dollars)
Director Annual Compensation Limits 2021 (in whole dollars)
(a)
A Committee Chair does not receive any additional payment if he or she serves as the Chair of more than one Board Committee. In addition, the Board Chair and Board Vice Chair do not receive any additional compensation if they serve as a Chair of one or more Board Committees.
(b)
The numbers in this column represent payments for each of eight meetings attended by the Board Chair, the Board Vice Chair and the Committee Chairs. The numbers in this column also represent payments for each of seven meetings attended by all other Directors. If an eighth meeting is attended by the other Directors, they will receive $14,080 for that eighth meeting.
### Director Compensation Policy: Director Expenses
The Director Compensation Policy also authorizes us to reimburse Directors for necessary and reasonable travel, subsistence, and other related expenses incurred in connection with the performance of their official duties. For expense reimbursement purposes, Directors official duties can include:
Meetings of the Board and Board Committees
Meetings requested by the Federal Housing Finance Agency
Meetings of Federal Home Loan Bank System committees
Federal Home Loan Bank System director orientation meetings
Meetings of the Council of Federal Home Loan Banks and Council committees
Attendance at other events on behalf of the Bank with prior approval
### PART IV
Item 15.<|endoftext|>Of an initial business combination. Our audit committee reviews on a quarterly basis all payments made to our sponsor, officers, directors, special advisors or our or their affiliates.
In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor, officers, directors or their respective affiliates may, but are not obligated to, loan us funds as may be required on a non-interestbasis. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment. Prior to the completion of our initial business combination, we do not expect to seek loans from other third parties as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the trust account.
### Related Party Policy
Related-partytransactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our shares of common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).
Our audit committee, pursuant to its written charter, is responsible for reviewing and approving related-partytransactions to the extent we enter into such transactions. The audit committee will consider all relevant factors when determining whether to approve a related party transaction, including whether the related party transaction is on terms no less favorable to us than terms generally available from an unaffiliated third-partyunder the same or similar circumstances and the extent of the related partys interest in the transaction.
### Director Independence
See Item 10 - Directors and Executive Officers of the Registrant - Director Independence.
ITEM 14.
### Audit Fees
The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the year ended December 31, 2020 and for the period from April 30, 2019 (inception) through December 31, 2019 totaled $50,985 and $61,800, respectively.
Audit-Related Fees.
For the year ended December 31, 2020 and for the period from April 30, 2019 (inception) through December 31, 2019, we did not pay Marcum for consultations concerning financial accounting and reporting standards.
### Tax Fees
For the year ended December 31, 2020 and for the period from April 30, 2019 (inception) through December 31, 2019, we did not pay Marcum for tax planning and tax advice.
All Other Fees
For the year ended December 31, 2020 and for the period from April 30, 2019 (inception) through December 31, 2019, we did not pay Marcum for other services.
### Pre-Approval Policy
ITEM 15.
(1) Financial Statements:
### None.
*
Incorporated by reference to the Registrants Current Report Form 8-K filed on November 12, 2019.
**
Incorporated by reference to the Registrants Registration Statement on Form S-1 (SEC File Nos. 333-234124 and 333-234550).
### Item 16. FORM 10-K SUMMARY
None. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
This Amendment No. II (the Company) as of and for the period ended December 31, 2020, as filed with the Securities and Exchange Commission (the SEC) on February 26, 2021 (the Original Form 10-K). This Form 10-K/A amends and restates the Original Form 10-K to reflect the correction of an error in its unaudited interim financial statements as of and for the period ended September 30, 2020, its audited financial statements as of and for the period ended December 31, 2020 and its audited balance sheet as of August 21, 2020.
As previously disclosed in the Current Report on Form 8-K (this Form 8-K) filed by FTAC with the Securities and Exchange Commission (the SEC) on March 30, 2021, FTAC completed its business combination transaction (the Business Combination) with Paysafe Limited, an exempted limited company incorporated under the laws of Bermuda (Paysafe), following which FTAC became a wholly-owned subsidiary of Paysafe. Immediately following the effective time of the Business Combination, all of FTACs directors and officers resigned from FTAC. Following the closing of the Business Combination, on April 12, 2021, FTAC filed a Form 15 with the SEC to delist and deregister its securities pursuant to Rules 12g-4(a)(1) and 12h-3(b)(1)(i).
On April 12, 2021, the SEC Staff issued a statement entitled Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies. As a result of the SEC Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, the Company re-evaluated its accounting for its public warrants and private placement warrants issued in connection with the Companys initial public offering (the Warrants), as well as for the forward purchase agreement entered into with an anchor investor (the "FPA") and concluded that the Warrants and FPA should be treated as derivative liabilities pursuant to ASC 815-40 rather than as components of equity as the Company previously treated the Warrants and FPA.
As a result, the Company is restating in this Amendment its financial statements for the following periods: (i) as of and for the quarterly period ended September 30, 2020 and (ii) as of and for the period ended December 31, 2020. The Company is also correcting its audited balance sheet as of August 21, 2020.
The Companys accounting for the Warrants and FPA as components of equity rather than as derivative liabilities did not have any effect on the Companys previously reported operating expenses, cash flows or cash.
The Company has not amended its previously filed Quarterly Report on Form 10-Q for the periods affected by the restatement or its balance sheet as August 21, 2020. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this Amendment, and the financial statements and related financial information contained in such previously filed report should no longer be relied upon.
however, this Amendment amends and restates only the following items of the Original Form 10-K:
### Cover Page;
and
Part IV, Item 15, Exhibits and Financial Statement Schedules
In order to preserve the nature and character of the disclosures set forth in the Original Form 10-K, this Amendment speaks as of the date of the filing of the Original Form 10-K and the disclosures contained in this Amendment have not been updated to reflect events occurring subsequent to that date, other than those associated with the Restatement.
II
### FORM10-K
Additional Information
Please see "Item 15,<|endoftext|>The Securities Exchange Act of 1934.
10.1*
2019 Incentive Equity Plan ((incorporated by reference to Exhibit 10.1 to the Companys Amended Registration Statement on Form S-1/A (File No.
10.2
Amended and Restated License Agreement between the Company and Life Science Biosensor Diagnostics Pty Ltd.
333-232557
10.3
Master Services Agreement between the Company and IQ3Corp Limited ((incorporated by reference to Exhibit 10.3 to the Companys Amended Registration Statement on Form S-1/A (File No.
10.4
Medical Affairs Services Agreement between the Company and Clinical Research Corporation ((incorporated by reference to Exhibit 10.4 to the Companys Amended Registration Statement on Form S-1/A (File No.
10.5*
Simeonidis ((incorporated by reference to Exhibit 10.5 to the Companys Amended Registration Statement on Form S-1/A (File No.
10.6*
Form of Employment Agreement between the Company and Dr. Becker ((incorporated by reference to Exhibit 10.6 to the Companys Amended Registration Statement on Form S-1/A (File No.
10.7*
Sakiris ((incorporated by reference to Exhibit 10.7 to the Companys Amended Registration Statement on Form S-1/A (File No.
10.8
Form of Lock-Up Agreement (included in Exhibit 1.1 to Form of Underwriting Agreement.) ((incorporated by reference to Exhibit 1.1 to the Companys Amended Registration Statement on Form S-1/A (File No.
10.9
Letter of Financial Assistance from The iQ Group Global Ltd.
333-232557
10.10
Letter of Financial Assistance from iQX Limited. ((incorporated by reference to Exhibit 10.10 to the Companys Amended Registration Statement on Form S-1/A (File No.
333-232557
10.11
Form of Letter of Equity Support from iQnovate Limited ((incorporated by reference to Exhibit 10.11 to the Companys Amended Registration Statement on Form S-1/A (File No.
10.12
Form of Letter of Equity Support from iQX Limited ((incorporated by reference to Exhibit 10.12 to the Companys Amended Registration Statement on Form S-1/A (File No.
10.13
Technology License Agreement between the Company and Life Science Biosensor Diagnostics Pty Ltd. ((incorporated by reference to Exhibit 10.13 to the Companys Amended Registration Statement on Form S-1/A (File No.
333-232557
10.14
Material Transfer Agreement between Life Science Biosensor Diagnostics Pty Ltd and Wyss Institute for Biologically Inspired Engineering ((incorporated by reference to Exhibit 10.14 to the Companys Amended Registration Statement on Form S-1/A (File No.
333-232557
10.15
Form of Exchange Agreement ((incorporated by reference to Exhibit 10.15 to the Companys Amended Registration Statement on Form S-1/A (File No.
10.16
Form of Registration Rights Agreement ((incorporated by reference to Exhibit 10.16 to the Companys Amended Registration Statement on Form S-1/A (File No.
10.17
Form of Purchase and Assignment Agreement ((incorporated by reference to Exhibit 10.16 to the Companys Amended Registration Statement on Form S-1/A (File No.
10.18
Option Agreement ((incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the Commission on April 2, 2021).
14.1
Code of Ethics ((incorporated by reference to Exhibit 14.1 to the Companys Amended Registration Statement on Form S-1/A (File No.
21.1**
List of Subsidiaries
31.1**
31.2**
31.3#
31.4#
32.1**
Certification of the Principal Executive Officer pursuant to 18 U.S.C.
32.2**
Certification of the Principal Financial Officer pursuant to 18 U.S.C.
101.INS**
101.SCH
**
101.CAL
**
101.DEF
**
101.LAB
**
101.PRE
**
*
**
### Indicates filed with the Original Form 10-K
# Filed herewith.<|endoftext|>### EXPLANATORY NOTE
The Carlyle Group Inc., a Delaware corporation, together with its subsidiaries, where applicable, the Company, which may also be referred to as we, us or our, is filing this Amendment No. 1 (the Amendment) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed on February 11, 2021 (the Form 10-K), to provide audited financial statements for Fortitude Group Holdings, LLC, pursuant to Rule 3-09 of Regulation S-X for the year ended December 31, 2020. In accordance with Rule 3-09(b), the separate audited financial statements of Fortitude Group Holdings, LLC are being filed as an amendment to the Form 10-K as Exhibit 99.1 included in Part IV, Item 15 of this filing.
This Amendment also updates, amends and supplements Part IV, Item 15 of the Form 10-K to include the filing of Exhibit 23.2, the consent of PricewaterhouseCoopers LLP, and Exhibits 31.3, 31.4, 32.3, and 32.4, certifications of our Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a) and (b) of the Securities Exchange Act of 1934, as amended.
This Amendment does not reflect subsequent events that may have occurred after the original filing date of the Form 10-K or modify or update in any way disclosures made in the 10-K. Among other things, forward-looking statements made in the Form 10-K have not been revised to reflect events that occurred or facts that became known to us after the filing of the Form 10-K, and such forward-looking statements should be read in their historical context. Furthermore, this Amendment should be read in conjunction with the Form 10-K and any subsequent filings with the Securities and Exchange Commission.
PART IV.
ITEM 15.
(a) Documents filed as part of this report
1. Financial Statements
Consolidated Statements of Operations for the Years Ended December 31, 2020, 2019 and 2018
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2020, 2019 and 2018
3. Exhibits
A list of exhibits required to be filed or furnished as part of this Amendment is set forth in the Exhibit Index below.
(c)Separate financial statements of subsidiaries not consolidated and fifty percent or less owned persons
The audited financial statements of Fortitude Group Holdings, LLC for the year ended December 31, 2020 included in Exhibit 99.1 are filed as part of Item 15 of Amendment No. 1 to the Companys Annual Report filed on March 5, 2021 and should be read in conjunction with the Companys consolidated financial statements.
### Exhibit Index
Exhibit
No.
Description
23.2
Consent of PricewaterhouseCoopers LLP.
31.3
Certification of the Chief Executive Officer pursuant to Rule 13a - 14(a).
31.4
Certification of the Chief Financial Officer pursuant to Rule 13a - 14(a).
32.3
32.4
99.1
Audited Financial Statements of Fortitude Group Holdings, LLC as of and for the Year Ended December 31, 2020.
The cover page from The Carlyle Group Inc.s Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2020, formatted in Inline XBRL.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
The aggregate per year).
Item 12.
The following table sets forth information regarding the beneficial ownership of our common stock as of December31, 2020 based on information obtained from the persons named below, with respect to the beneficial ownership of our common stock, by: each person known by us to be the beneficial owner of more than 5% of our outstanding common stock;
In the table below, percentage ownership is based on 52,500,000 ClassA common stock and 2,625,000 ClassB common stock outstanding as of December31, 2020. Voting power represents the combined voting power of ClassA commons stock and ClassB common stock owned beneficially by such person. On all matters to be voted upon, the holders of the ClassA common stock and the ClassB common stock vote together as a single class. Currently, all of the ClassB common stock are convertible into ClassA common stock on a one-for-one basis.
*
Less than one percent.
(1)
Unless otherwise noted, the business address of each of our stockholders is 20 University Road, Cambridge, Massachusetts 02138.
(2)
Assuming the automatic conversion of ClassB common stock into the shares of ClassA common stock at the time of the Companys initial business combination.
(4)
Includes ClassA common stock beneficially held by Integrated Core Strategies (US) LLC, a Delaware limited liability company, Millennium Management LLC, a Delaware limited liability company, Millennium Group Management LLC, a Delaware limited liability company, and Israel A. Englander, a United States citizen. The business address of each of Integrated Core Strategies (US) LLC, Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englander is 666 Fifth Avenue New York, New York 10103.
(4)
Includes ClassA common stock beneficially held by ICS Opportunities,Ltd., a Cayman Island corporation, and Millennium International Management LP, a Delaware partnership. The business address of each of ICS Opportunities,Ltd. and Millennium International Management LP is 666 Fifth Avenue New York, New York 10103.
Our sponsor, officers and directors are deemed to be our promoter as such term is defined under the federal securitieslaws.
### Changes in Control
None.
Item 13.
The audit committee of our board of directors will adopt a charter, providing for the review, approval and/or ratification of related party transactions, which are those transactions required to be disclosed pursuant to Item404 of RegulationS-K as promulgated by the SEC, by the audit committee.
Director Independence
Klasko, MD, MBA, Anita V.
### Item 14.
Audit Fees
Audit fees consist of fees professional services rendered for the audit of our year-end financial statements, reviews of our quarterly financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings. The aggregate fees billed by WithumSmith+Brown, PC for audit fees, inclusive of required filings with the SEC for the period from September8, 2020 (inception) through December31, 2020, and of services rendered in connection with our initial public offering, totaled $81,885.
### Audit-Related Fees
We did not pay WithumSmith+Brown, PC any audit-related fees during the period from September8, 2020 (inception) through December31, 2020.
Tax Fees
We did not pay WithumSmith+Brown, PC any tax fees during the period from September8, 2020 (inception) through December31, 2020.
### All Other Fees
We did not pay WithumSmith+Brown, PC any other fees during the period from September8, 2020 (inception) through December31, 2020.
PARTIV
Item 15.<|endoftext|>Periods). The Companys unaudited financial statements for the quarterly periods ended March 31, 2021 and June 30, 2021 will be restated in an amendment to the Companys Form 10-Q/A for the quarterly period ended September 30, 2021 to be filed with the SEC. Refer to Note 3 and Note 8, which have been updated to reflect the restatement contained in this Annual Report.
The impact of the restatement on the Post IPO Balance Sheet as of December 7, 2020 is presented below:
NOTE 3.
### Basis of Presentation
Emerging Growth Company
### Use of Estimates
Accordingly, at December 31, 2020, there are 25,300,000 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders equity section of the Companys balance sheet.
Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
At December 31, 2020, the Class A common stock reflected in the balance sheet are reconciled in the following table:
### Offering Costs
Total offering costs amounted to $13,064,337, of which $12,476,379 were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering and $587,958 were expensed to the statement of operations. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the statement of operations.
Income Taxes
The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period.
The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,100,000 Class A common stock in the aggregate. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. As of December 30, 2020, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.
2020-06,
NOTE 5 PRIVATE PLACEMENT
### NOTE 6 RELATED PARTIES
Founder Shares
### Related Party Loans
### Risks and Uncertainties
Registration Rights
### Underwriting Agreement
Preferred Stock
### Class A Common Stock
At December 31, 2020, there were 25,300,000 shares of Class A common stock issued and outstanding, which are subject to possible redemption and therefore classified as temporary equity.
Class B Common Stock
### NOTE 10. INCOME TAX
Level 1:
### Level 2:
Level 3:
Treasury securities.
II, a Delaware corporation (
LOKB
### Merger Sub
Navitas Ireland
### Company
### Tender Offer
### Proposed Transactions
### Support Agreement
Initial Holders
### Reg Rights Holders
).
### Shelf Registration
Lock-Up Agreements
### Sponsor Letter Amendment
Sponsor
### Sponsor Letter Amendment
Letter Agreement
### Subscription Agreements<|endoftext|>Street (Cayman) Trust, Limited, P.O. Box 896, Suite 3307, Gardenia Court, 45 Market Street, Camana Bay, Grand Cayman, Cayman Islands KY1-1103.
(6)
According to a Schedule 13G filed on February 12, 2021 on behalf of Alexander Mitchell, Scopus Capital, Inc., Scopus Asset Management, L.P., Scopus Advisors, LLC, Scopus Partners, L.P., Scopus Partners II, L.P., Scopus Vista Partners, L.P., Scopus Fund Ltd., and Scopus Vista Fund Ltd. (collectively, Scopus). Scopus shares beneficial ownership of the shares reported. The business address of Scopus is 717 Fifth Ave., 21st Floor, New York, New York 10022.
(7)
According to a Schedule 13G filed on February 16, 2021 on behalf of Periscope Capital Inc. (Periscope). Periscope is the beneficial owner of 767,500 of the shares reported, and it acts as investment manager of, and exercises investment discretion with respect to, certain private investment funds that collectively own 292,500 of the shares reported. The business address of Periscope is 333 Bay Street, Suite 1240, Toronto, Ontario, Canada M5H 2R2.
Item 13.
### Founder Shares
On June 4, 2020, our sponsor purchased 7,187,500 founder shares for an aggregate price of $25,000, or approximately $0.004 per share.
The founder shares included an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters over-allotment was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Companys issued and outstanding shares after the initial public offering (assuming the Sponsor did not purchase any public shares in the initial public offering and excluding the private placement shares). On October 9, 2020, the underwriters over-allotment option expired unexercised, and, as a result 750,000 founder shares were forfeited resulting in an aggregate of 5,000,000 founder shares outstanding.
### Related Party Loans
On June 4, 2020, we issued an unsecured promissory note to the Sponsor (the Promissory Note), pursuant to which we could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of June 4, 2021 or the completion of the initial public offering. The Promissory Note was repaid upon the consummation of the initial public offering on August 25, 2020.
###
We entered into an agreement with an affiliate of the Sponsor whereby, commencing on August 5, 2020 through the earlier of the consummation of a business combination and our liquidation, we agreed to pay the affiliate $15,000 per month for office space, utilities and secretarial and administrative support.
We recognized an aggregate of $60,000 in expenses incurred in connection with the aforementioned arrangements with the related parties on our Statement of Operations for the period from June 4, 2020 (inception) through December 31, 2020, respectively.
### Item 14.
Audit Fees
The aggregate fees billed by WithumSmith+Brown, PC for audit fees, inclusive of required filings with the SEC for the period from June 4, 2020 (inception) to December 31, 2020, and of services rendered in connection with our initial public offering, totaled $81,885.
### Audit-Related Fees
During the period from June 4, 2020 (inception) to December 31, 2020, we did not pay WithumSmith+Brown, PC any audit-related fees.
Tax Fees
During the period from June 4, 2020 (inception) to December 31, 2020, we did not pay WithumSmith+Brown, PC any tax fees.
### All Other Fees
During the period from June 4, 2020 (inception) to December 31, 2020, we did not pay WithumSmith+Brown, PC any other fees.
Pre-Approval Policy
### PART IV
Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Will apply for a period of fiveyears following the completion of our initial public offering or until we are no longer an emerging growth company, whichever is earlier.
Item8.
Item9A. Controls and Procedures.
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SECs rulesand forms. In connection with this Amendment, management reevaluated, with the participation of our current chief executive officer and chief financial officer (our Certifying Officers), the effectiveness of our disclosure controls and procedures as of December31, 2020, pursuant to Rule13a-15(b)under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of December31, 2020, our disclosure controls and procedures were not effective, as the circumstances that led to the restatement of our financial statements described in this Amendment had not yet been identified. Due to the events that led to our restatement of our financial statements, management has made changes in internal controls related to the accounting for significant and unusual transactions, as described in Note2 to the Notesto Financial Statements entitled Restatement of Previously Issued Financial Statements. In light of the material weaknesses that we identified, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. Accordingly, management believes that the financial statements included in this Annual Report on Form10-K/A No. 2 present fairly in all material respects our financial position, results of operations and cash flows for the period presented.
Our Annual Report on Form10-K/A and this Amendment do not include an attestation report of our independent registered public accounting firm due to a transition period established by rulesof the SEC for newly public companies.
On June9, 2021, we revised our prior position on accounting for warrants and restated our financial statements to reclassify the Companys warrants as described in the Explanatory Noteto this Amendment. Subsequently, we identified an error related to the accounting for our ordinary shares subject to possible redemption and an error related to the calculation of earnings per share.
There were no changes in our internal control over financial reporting (as such term is defined in Rules13a-15(f)and 15d-15(f)under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The circumstances that led to the initial restatement of our previously filed financial statements described above have not yet been remediated. In light of the restatement of the previously filed financial statements, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements as well as ensuring that accrued expenses are properly analyzed at each period end. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding accounting matters. The elements of our remediation plan can only be accomplished over time and we can offer no assurance that these initiatives will ultimately have the intended effects.
### PARTIV
Item15.<|endoftext|>Executive Officer of ISIAH International.
(4)
Includes 7,000,000 shares of common stock held by CB Medical, LLC, of which Dr. Kenneth Perego, II is the controlling member. Includes 87,500 shares of common stock that may be acquired under an option to purchase 350,000 shares of common stock at an exercise price of $0.13 per share that vest 87,500 Option Shares on March 31, 2021, June 30, 2021, September 30, 2021 and December 31, 2021, exercisable until January 1, 2031. Also, includes 550,000 shares of common stock that may be acquired under a warrant to purchase 550,000 shares of common stock at an exercise price of $0.25 over a five year period beginning on July 10, 2020. In addition, includes 11,000 shares of Series A Preferred Stock, convertible into 1,100,000 shares of common stock with each share of preferred carrying 50 voting rights.
(5)
Includes 118,750 shares of common stock that may be acquired under an option to purchase 475,000 shares of common stock at an exercise price of $0.13 per share that vest 118,750 Option Shares on March 31, 2021, June 30, 2021, September 30, 2021 and December 31, 2021, exercisable until January 1, 2031. Also, includes 200,000 of shares of common stock held by The Raben Education Trust, of which Mr. Raben is the co-trustee.
(6)
The principals of Solid Bridge Investments, Inc. are Carlos Andres de Fex Gomez and Gloria Veronica Serna Diez, who founded OWP Colombia and were its principal shareholders prior to the sale of OWP Colombia to OWP Ventures.
### ITEM 13
Other than the transactions described below, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or will be a party:
### Advances by Craig Ellins
On February 13, 2019, the remaining outstanding obligations under advances to us by Craig Ellins, our former CEO, were exchanged for an amended and restated promissory note in the principal amount of $307,141 that bore interest at 6% and was payable upon the earlier of (i) a public or private offering of our equity securities, resulting in gross proceeds of at least $5,000,000, or (ii) February 13, 2022. All indebtedness outstanding under this note, consisting of $307,141 of principal and $13,791 of interest, was repaid in full during the year ended December 31, 2020, with $200,000 of such principal paid by the issuance of 400,000 shares of common stock to Mr. Ellins.
Director Independence
Our board of directors currently consists of Isiah Thomas, III, our Chief Executive Officer and Vice Chairman, Dr. Kenneth Perego, II, our Chairman, and Bruce Raben, our Interim Chief Financial Officer. As executive officers, Mr. Thomas and Mr. Raben do not qualify as independent under standards of independence set forth by national securities exchanges. Kenneth Perego, II is independent in accordance with the NASDAQ Global Markets requirements. As our common stock is currently quoted on the OTCQB, we are not currently subject to corporate governance standards of listed companies.
ITEM 14.
The following table sets forth fees billed by our auditors during the last two fiscal years for services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, services by our auditors that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as audit fees, services rendered in connection with tax compliance, tax advice and tax planning, and all other fees for services rendered.
(1)
Audit fees were principally for audit services and work performed in the review of the Companys quarterly reports on Form 10-Q
PART IV
ITEM 15.
* Filed herewith.<|endoftext|>### EXPLANATORY NOTE
Bull Horn Holdings Corp. (the Company, we, our or us) is filing this Amendment No. 1 to our Annual Report on Form 10-K/A (this Amendment), to amend our Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on March 31, 2021 (the Original Filing), to restate our financial statements as of, and for, the periods ended November 3, 2020 and December 31, 2020 included in our Current Report on Form 8-K (the Closing 8-K) and the Original Filing filed with the SEC on November 9, 2020 and March 31, 2021, respectively (collectively, the Original Financial Statements).
In the Original Financial Statements, we classified the public warrants and private placement warrants issued in connection with the Companys initial public offering (collectively, the Warrants) as equity instruments. Upon further consideration of the rules and SEC guidance issued in April 2021 as described below, we concluded that the Warrants are precluded from equity classification. As a result, we concluded that the Warrants should be recorded as liabilities on the balance sheet and measured at fair value at inception and on a recurring basis in accordance with ASC 820,
As a result, after consultation our accounting advisors, on May 12, 2021 our management and the audit committee of our board of directors concluded that the Original Financial Statements contained an error that was quantitatively material and therefore should no longer be relied upon, which error required restatement in order to correct the classification error relating to the Warrants.
Our accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on our previously reported cash and cash equivalents, investments held in our trust account, operating expenses or total cash flows from operations for any of the affected periods.
We have not amended the Closing 8-K for the period affected by the restatement.
The restatement is more fully described in Note 2 of the notes to the financial statements included in this Amendment.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Companys principal executive officer and principal financial officer are filed as exhibits (in Exhibits 31.1, 31.2, 32.1, 32.2, and 32.3) to this Amendment under Item 15 of Part IV hereof.
### Restatement Background
On April 12, 2021, the staff of the Division of Corporation Finance of the SEC issued a public statement (the Public Statement) on accounting and reporting considerations for warrants issued by special purpose acquisition companies (SPACs).
This Amendment reflects the reclassification of the Warrants in light of the Public Statement, subsequent to the filing of the Original Financial Statements (see Item 8 and Note 2 of the notes to the financial statements included herein for more details on the impact of the restatement errors on our financial statements).
In connection with this restatement, our management has concluded that in light of the classification error described above, a material weakness exists in our internal control over financial reporting and that the Companys disclosure controls and procedures were not effective. For a discussion of managements consideration of our disclosure controls and procedures, internal controls over financial reporting, and the material weakness identified, see Item 9A, Controls and Procedures.
ii
The following items have been amended as a result of the restatement described above:
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Process to identify, design, implement, and re-evaluate our control activities related to internal control over financial reporting, including monitoring controls; increased the number of qualified accounting resources with the requisite accounting and financial reporting knowledge and experience, and reallocated responsibilities across the accounting organization to ensure that the appropriate level of knowledge and experience is applied based on risk and complexity of transactions; increased the number of information technology compliance professionals to enhance the design and monitoring of information technology general controls. Specifically, we designed and implemented information technology general controls related to computer operations, user access administration, program development, and change management related to external and internally developed systems; and designed and implemented controls related to the periodic monitoring and review of user access rights, the identification and risk ranking of segregation of duties conflicts, and computer operations controls to ensure batch jobs and backups are monitored; program development controls to ensure that new software development is aligned with business and IT requirements.
Based on the actions taken, management determined that our newly designed and enhanced controls were in place and operated effectively for a sufficient period of time to enable us to conclude that the material weakness es were remediated as of December 31, 2020.
There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitation on the Effectiveness of Internal Control
The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.
Item 9B. Other Information.
None.
### PART III
Item 10. Dir ectors, Executive Officers and Corporate Governance.
The information required by this item will be set forth in the definitive proxy statement to be filed with the SEC in connection with the Annual Meeting of Stockholders within 120 days after December 31, 2020 (the Proxy Statement) and is incorporated into this Annual Report on Form 10-K by reference.
### Item 11. Executive Compensation.
Item 12.
I tem 13.
### Item 14.
PART
IV
Item 15.<|endoftext|>initiated an investigation overseen by the Audit Committee of the Companys Board of Directors. The Company concluded this discrepancy is limited to the Company's Seneca biorefinery and all the Company's other U.S. biorefineries have passed their relevant IRS audits.
The BTC was retroactively reinstated on February 9, 2018 for the year 2017 and on December 20, 2019 for the years 2018 and 2019. As such, the 2017 BTC was recognized as revenue in the first quarter of 2018 and the 2018 and 2019 BTC was recognized as revenue in the fourth quarter of 2019.
The Company reached agreement on February 23, 2021 with the IRS on a $40.5 million assessment, excluding interest, to correct the Company's Seneca BTC claims. This reflects assessments of $14.8 million, $9.9 million, $7.6 million and $8.2 million for the tax years 2017, 2018, 2019, and the first three quarters of 2020, respectively. The $2.3 million difference between the $40.5 million tax liability and $38.2 million in revenue being restated is a result of the Companys ability to recover the BTC in instances where another REG subsidiary blended the biodiesel with petroleum diesel and was thus the proper claimant. The Company is working with its customers on BTC re-filings on these gallons to recover as much as possible.
The impact on the Companys financial statements for the years ended December 31, 2019 and 2018 is to decrease Biomass-based diesel government incentives revenue and increase interest expense (thereby increasing accounts payable and accrued expenses and other liabilities as shown on the balance sheet), as follows:
The impact of these amounts is included in the following items on the Companys consolidated financial statements for the years ended December 31, 2019 and 2018, respectively:
### Consolidated Balance Sheet:
Consolidated Statement of Operations:
Accounts payable
### Biomass-based diesel government incentives
Gross profit
### Total current liabilities
Retained earnings
### Other income (expense)
Total stockholders equity
Income (loss) from continuing operations before income taxes
### Total liabilities and equity
Net income (loss) from continuing operations
Net income (loss)
### Net income (loss) per basic and diluted share
A summary of the restatement and its effects to the Companys financial statements for the years ended December 31, 2019 and 2018, respectively, included with this Amendment, is presented in Note 3 in the accompanying Notes to consolidated financial statements.
The Company has established additional policies and controls designed to ensure that the correct amount of petroleum diesel is being blended at all of the Companys facilities, including Seneca, and that the Company properly files for the BTC going forward. These include:
### For the Seneca facility:
Limiting the loading to modes where the existing system is known to be functional, until the system is redesigned to work in all operating modes; and
Implemented a control system calculation and readout tool that enables the loading operator to validate that the proper number of petroleum diesel gallons were added to each load;
Then, to further reinforce the Company's system-wide controls and assurances:
Performing additional local reconciliations weekly to validate that the amount of petroleum diesel used matches the amount of petroleum diesel required to be blended; and
The Company is now reviewing monthly inventory reconciliations prior to filing for BTC to re-confirm that the required volume of petroleum diesel has been blended.
Part I - Item 1A. Risk Factors.
### Part II - Item - 6. Selected Financial Data.
Part II - Item - 7.
Part II - Item - 8.
Part II - Item 9A. Controls and Procedures.
Part IV Item 15.<|endoftext|>As indicated by footnote, the persons named in the table below have sole voting power and investment power with respect to all shares of common stock shown as beneficially owned by them.
* Less than 0.01 percent.
(1)
Unless otherwise noted above, the address of the persons and entities listed in the table is c/o PCT LTD, 4235 Commerce Street, Little River, SC 29566.
(2)
Percentage is based upon 746,187,846 shares of common stock issued and outstanding and figures are rounded to the nearest hundredth of a percent.
(3)
Does not include 500,000 shares of Series B Preferred stock, whereby each share is entitled to cast five hundred (500) votes for each share held of the Series B Preferred stock on all matters presented to the stockholders of the Company for stockholder vote.
ITEM 13.
Other than as set forth below, we were not a party to any transactions or series of similar transactions that have occurred during fiscal 2020 in which:
The amounts involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years ($45,040); and
A director, executive officer, holder of more than 5% of our common stock or any member of their immediate family had or will have a direct or indirect material interest.
On October 4, 2019, F.
On January 1, 2020, the Company entered into a four-year employment agreement with Gary, J. The employment agreement begins on January 1, 2020, and is automatically renewable for two years unless terminated earlier as per the terms of the agreement.
On February 11, 2020, the Company received a $1,500 advance from the President of the Company and a $2,000 advance from a Director of the Company. The advances are unsecured, non-interest bearing and due on demand.
On February 16, 2021, the COO and Director of the Company converted the June 20, 2018 consolidated note of $380,000 USD into 2,663,299 shares of the Companys common stock, fully extinguishing the prior consolidated note.
On February 16, 2021, CEO and Chairman of the Company converted $275,000 of his June 20, 2018 consolidated note (totaling $3850,000) into 1,803,279 shares of the Companys common stock. A new note in the amount of $84,034 was executed with a 5% per annum interest rate and a June 30,2021 maturity date.
The Company has agreements with related parties for consulting services, notes payable and stock options. See Notes to Financial Statements numbers 6, 7, 8 and 10 for more details.
### Director Independence
Two of the companys directors (Messrs. Branagan and Albers) are independent directors as defined by NASDAQ Stock Market Rule 5605(a)(2). This rule defines persons as independent who are neither officers nor employees of the company and have no relationships that, in the opinion of the board, would interfere with the exercise of independent judgment in carrying out their responsibilities as directors.
ITEM 14.
### Auditor Fees
The following table presents the aggregate fees paid in connection with the audit of our financial statements and other professional services for each of the last two fiscal years.
(1)
(2)
(3)
### Pre-approval Policies
PCT LTD does not have an audit committee currently serving and as a result our board of directors performs the duties of an audit committee. Our board of directors will evaluate and approve in advance the scope and cost of the engagement of an auditor. All services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.
PART IV
### ITEM 15.
The following information required under this item is filed as part of this report:
(a) 1. Financial Statements
(b) 2.
None.
(c) 3. Exhibits Index | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
FORM 10-K
INDEX
### EXPLANATORY NOTE
CONX Corp. 1 on Form 10-K/A (the Amendment) to amend certain items in its Annual Report on Form 10-K as of December 31, 2020 and for the period from August 26, 2020 (inception) through December 31, 2020, originally filed with the U.S.
Background of Restatement
On May 24, 2021, the Companys management and the audit committee of the Companys Board of Directors concluded that it is appropriate to restate: (i) the Companys previously issued audited financial statements as of December 31, 2020 and for the period from August 26, 2020 (inception) through December 31, 2020, which were included in the Original 10-K, and (ii) certain items on the previously issued audited balance sheet dated as of November 3, 2020, the date on which the Companys initial public offering (the IPO) closed, which were included in a Current Report on Form 8-K filed with the SEC on November 9, 2020 (the IPO Closing 8-K).
On April 12, 2021, the Staff of the SEC issued a statement entitled Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs) (the SEC Statement). Specifically, the SEC Statement focused on certain settlement terms and provisions in warrant agreements related to certain tender offers following a business combination. The terms described in the SEC Statement are common in SPACs and are similar to the terms contained in the warrant agreement, dated as of October 29, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the Warrant Agreement) governing the Companys warrants. In response to the SEC Statement, the Company reevaluated the accounting treatment of (i) the 18,750,000 public warrants (the Public Warrants) that were included in the units issued by the Company in its IPO and (ii) the 11,333,333 private warrants that were issued to the Companys sponsor in a private placement that closed concurrently with the closing of the IPO (the Private Warrants, and together with the Public Warrants, the Warrants).
In further consideration of the guidance in Accounting Standards Codification (ASC) 815-40, Derivatives and HedgingContracts in Entitys Own Equity, the Company concluded that the terms of the Companys Warrant Agreement preclude the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Company concluded that the Warrants should be recorded as derivative liabilities on the balance sheet and measured at fair value at issuance (on the date of the consummation of the IPO) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations in the period of the change.
As a result of the factors described above, the Company has restated in this Amendment: (i) the Company previously issued audited financial statements as of December 31, 2020 and for the period from August 26, 2020 (inception) through December 31, 2020 that were previously reported in the Original 10-K, and (ii) certain items on the previously issued audited balance sheet dated as of November 3, 2020, the date on which the IPO closed, that were previously reported in the IPO Closing 8-K, to correct the non-cash items described in Note 2 to the Notes to the Financial Statements included in Part II, Item 8 of this Amendment.
See Note 2 to the Notes to the Financial Statements included in Part II, Item 8 of this Amendment for additional information on the restatement and the related financial statement effects.
Items Amended
Risk Factors; (ii) Part II, Item 7. (iii) Part II, Item 8. (iv) Part II, Item 9A. Controls and Procedures; and (v) Part IV, Item 15.<|endoftext|>Of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders voting agreement, members of the Johnson family may be deemed to form a controlling group with respect to FMR LLC.
None.
### Changes in Control
None.
Item13.
On August5, 2020, our sponsor purchased an aggregate of 11,500,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.002 per share, up to 1,500,000 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment is exercised. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares upon completion of our IPO. If we further increase or decrease the size of the offering, we will effect a stock capitalization or a share surrender or other appropriate mechanism, as applicable, with respect to our ClassB common stock immediately prior to the completion of the offering in such amount as to maintain the ownership of our sponsor (and its permitted transferees, if any) at 20% of the issued and outstanding shares upon the completion of our IPO. Up to 1,500,000 founder shares are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. The founder shares (including the shares of our ClassA common stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.
We agreed to pay BLS Advisors LLC, an affiliate of our Chief Executive Officer, $10,000 per month for office space and administrative support services, commencing on the date that our securities were first listed on Nasdaq. Upon consummation of our initial business combination or our liquidation, we will cease paying these monthly fees.
Other than the foregoing, no compensation of any kind, including finders and consulting fees, will be paid to our sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination.
Prior to the closing of our IPO, our sponsor loaned us $300,000 under an unsecured promissory note, which were used for a portion of the expenses of our IPO. The loans were fully repaid upon the closing of our IPO.
Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender.
We have entered into a registration and shareholder rights agreement with respect to the private placement warrants, the warrants issuable upon conversion of working capital loans (if any) and the shares of ClassA common stock issuable upon exercise of the foregoing and upon conversion of the founder shares.
### Item14
### Audit Fees
10-Q for the respective periods and other required filings with the SEC for the period from July8, 2020 (inception) through December31, 2020 totaled $30,240.
### Audit-Related Fees.
We did not pay Marcum for consultations concerning financial accounting and reporting standards for the period from July8, 2020 (inception) through December31, 2020.
Tax Fees
We did not pay Marcum for tax planning and tax advice for the period from July8, 2020 (inception) through December31, 2020.
### All Other Fees
We did not pay Marcum for other services for the period from July8, 2020 (inception) through December31, 2020.
Pre-Approval
### Policy
### PART IV
Item15<|endoftext|>(iii) the benefit or perceived benefit, or lack thereof, to us; (iv) the opportunity cost of alternate transactions; and (v) the actual or apparent conflict of interest of the related party.
### Director Independence
The rules of the Nasdaq Stock Market, or the Nasdaq Rules, require a majority of a listed companys board of directors to be composed of independent directors. In addition, the Nasdaq Rules require that, subject to specified exceptions, each member of a listed companys audit, compensation and nominating and governance committees be independent. Under the Nasdaq Rules, a director will only qualify as an independent director if, in the opinion of our Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Nasdaq Rules also require that audit committee members satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In considering the independence of compensation committee members, the Nasdaq Rules require that our board of directors must consider additional factors relevant to the duties of a compensation committee member, including the source of any compensation we pay to the director and any affiliations with our company.
Our board of directors undertook a review of the composition of our board of directors and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our board of directors has determined that each of our directors, with the exception of Mr. Climaco, are independent as defined under the Nasdaq Rules.
Item 14.
Aggregate fees for professional services rendered by MaloneBailey, LLP for their services for the fiscal years ended December31, 2019 and 2020, respectively, were as follows:
Audit Fees
Audit fees represent the aggregate fees billed for professional services rendered by our independent accounting firm for the audit of our annual financial statements, review of financial statements included in our quarterly reports, review of registration statements or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years.
### Audit-Related Fees
Audit-related fees represent the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under Audit Fees.
Tax Fees
Tax fees represent the aggregate fees billed for professional services rendered by our principal accountants for tax compliance, tax advice, and tax planning for such years.
### All Other Fees
All other fees represent the aggregate fees billed for products and services other than the services reported in the other categories.
The Audit Committee on an annual basis reviews audit and non-audit services performed by the independent auditors. All audit and non-audit services are pre-approved by the Audit Committee, which considers, among other things, the possible effect of the performance of such services on the auditors independence.
### PART IV
Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
[
Maxim Integrated Products Inc
]
FORM
10-K/A
(AMENDMENT NO. 1)
### Explanatory Note
Maxim Integrated Products, Inc. (Maxim Integrated or the Company) is filing this Amendment No.1 on Form
10-K/A
10-K for the fiscal year ended June26, 2021 (the Form
10-K), which was originally filed with the SEC on August20, 2021. We are filing the Amendment solely to set forth information required by Items 10, 11, 12, 13, and 14 of Part III of Form
10-K as we will not file our definitive proxy statement within 120 days of the end of our fiscal year ended June26, 2021. This Amendment amends and restates in its entirely Items 10, 11, 12, 13, and 14 of Part III. In addition, new certifications of our principal executive officer and principal financial officer are listed in Item 15 and attached as exhibits, each as of the filing date of this Amendment. This Amendment does not change the previously reported financial statements or any other disclosure contained in Part I or Part II in the Form
10-K.
On August26, 2021, the Company completed its previously announced combination with Analog Devices, Inc., a Massachusetts corporation (Analog Devices). Pursuant to the Agreement and Plan of Merger, dated as of July12, 2020 (the Merger Agreement), by and among the Company, Analog Devices and Magneto Corp., a Delaware corporation and a wholly owned subsidiary of Analog Devices (Merger Sub), Merger Sub was merged with and into the Company (the Merger), with the Company surviving the Merger and becoming a wholly owned subsidiary of Analog Devices.
At the effective time of the Merger (the Effective Time), pursuant to the Merger Agreement, each share of common stock, par value $0.001 per share, of the Company (the Company Common Stock), issued and outstanding immediately prior to the Effective Time (other than treasury shares and any shares of Company Common Stock held directly by Analog Devices or Merger Sub) was converted into the right to receive 0.6300 (the Exchange Ratio) of a fully paid and non-assessable share of common stock, par value $0.16 2/3 per share, of Analog Devices (the Analog Devices Common Stock), and, if applicable, cash in lieu of fractional shares, subject to any applicable tax withholding. In addition, at the Effective Time, (i)all Company restricted stock units and Company restricted shares (excluding any Company restricted stock units and Company restricted shares that by their terms become vested and settled upon the Effective Time) outstanding as of immediately prior to the Effective Time were automatically converted into restricted stock units or restricted shares, as applicable, denominated in shares of Analog Devices Common Stock based on the Exchange Ratio and (ii)all Company performance-based market stock units (Company MSUs) outstanding as of immediately prior to the Effective Time (other than any Company MSUs that by their terms vested and settled immediately prior to the Effective Time) were automatically converted into time-based restricted stock unit awards denominated in shares of Analog Devices Common Stock based on (x)the number of shares of Company Common Stock subject to each Company MSU after giving effect to any applicable provisions in the award agreement governing the Company MSU with respect to a change in control and (y)the Exchange Ratio. Other than the foregoing adjustments, the awards governing such converted restricted stock units or restricted shares, as applicable, will generally remain subject to the same vesting and other terms and conditions that applied to the awards immediately prior to the Effective Time (including the terms and conditions of the Companys applicable change in control plans).
### Part III
Item10.
Item11.
### Executive Compensation
Item12.
### Item13.
Item14.
Part IV
Item15.<|endoftext|>Bluescape Opportunities Acquisition Corp. (the Company) is filing this Amendment No.1 on Form10-K/A (the Amendment) to amend and restate certain items in its Annual Report on Form10-K as of December31, 2020 and for the period from July9, 2020 (inception) through December31, 2020, originally filed with the U.S. Securities and Exchange Commission (the SEC) on April8, 2021 (the Original 10-K).
On May 24, 2021, after consultation with Marcum LLP, the Companys independent registered public accounting firm (the Independent Accountants), the Companys management and the audit committee of the Companys Board of Directors (the Audit Committee) concluded that it is appropriate to restate the Companys previously issued audited financial statements as of December 31, 2020 and for the period from July 9, 2020 (inception) to December 31, 2020 (the Relevant Period), which were included in the Original 10-K. This Amendment includes the restated audited financial statements for the Relevant Period including certain restated items on the previously issued balance sheet dated as of October 30, 2020, the date that the IPO closed that were previously reported on a Current Report on Form 8-K filed with the SEC on November 5, 2020 (the IPO Closing 8-K).
As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i)the 30,375,000 redeemable warrants (the Public Warrants) that were included in the units issued by the Company in its initial public offering (the IPO) and the subsequent underwriters exercise of the over-allotment option and (ii)the 14,150,000 redeemable warrants that were issued to the Companys sponsor in a private placement that closed concurrently with the closing of the IPO and upon the subsequent exercise of the underwriters over-allotment option (together with the Public Warrants, the Warrants).
### Fair Value Measurement
Effects of Restatement
As a result of the factors described above, the Company has included in this Amendment: (i)certain restated items on the previously issued balance sheet dated as of October 30, 2020, the date that the IPO closed, as adjusted by the later exercise of the underwriters over-allotment option, that were previously reported on a Current Report on Form 8-K filed with the SEC on November 12, 2020 (the IPO Closing 8-K), and (ii)restated financial statements as of December 31, 2020 and for the period from July 9, 2020 (inception) through December 31, 2020 that were previously reported on the Original 10-K, to restate the following non-cash items: understatement of liabilities and overstatement of temporary equity by approximately $53.5 million and $89.1 million as of October 30, 2020 and December 31, 2020, respectively; understatement of additional paid-in capital and accumulated deficit by approximately $40.5 million as of December31, 2020; understatement of net loss by approximately $40.5 million for the period from July 9, 2020 through December 31, 2020 related to recognition of the warrant liability, offering costs associated with the warrants, and stock compensation expense related to the private placement warrants; and understatement of basic and diluted net loss per non-redeemable ordinary share of $(2.32) for the period from July 9, 2020 through December 31, 2020.
As a result of that reassessment and in light of the SEC Staff Statement, the companys management determined that its disclosure controls and procedures for such periods were not effective with respect to the classification of the companys warrants as components of equity instead of as derivative liabilities.
### Items Amended
The following items are amended in this Amendment: (i)PartI,Item 1A. Risk Factors; (ii)PartII,Item 7. (iii)PartII,Item 8. (iv)PartII,Item 9A. Controls and Procedures; and (v)PartIV,Item 15.<|endoftext|>Person Transaction Approval Process
By written policy and regulation, loans to Directors, executive officers or their immediate family members are submitted for review to the Board of Directors of TCF Bank as and to the extent required by Regulation O. Transactions with Directors, executive officers or their immediate family members that present a possible conflict of interest under the Code of Ethics are reviewed by the General Counsel and submitted to the Board where appropriate or required under the Code of Ethics. In addition, the Audit Committee reviews and approves any related person transaction (as defined in Item 404 of Regulation S-K) between TCF and Directors, Director nominees, executive officers and their immediate family members or related companies.
The Board and the respective Committees are responsible for reviewing and evaluating any transactions submitted to them and, where appropriate or otherwise required under applicable regulations, for approving, denying, ratifying, or terminating such transactions. The Board, or a Committee of the Board, evaluates these transactions and specifically determines whether or not they serve the best interest of TCF and its shareholders, whether they present a conflict of interest for the affected person, and whether the relationship should be continued or eliminated. Any such action is reflected in the minutes of the Board or the respective Committee.
### Item 14
Fees paid to KPMG for the years ended December 31, 2019 and 2020 are as follows:
(1)
Amounts include fees for annual audit, quarterly reviews, separate opinions, consents and comfort letters.
(2)
For the period from January 1, 2019 through the Merger Date, Legacy TCF paid $1,152,678 in fees to KPMG for audit fees.
(3)
Audit-Related Fees in 2019 and 2020 are related to employee benefit plan audits, servicing reports, agreed-upon procedures, and other audit-related work.
(4)
For the period from January 1, 2019 through the Merger Date, Legacy TCF paid $41,250 in fees to KPMG for audit-related fees.
(5)
Tax Fees are primarily related to tax consulting and acquisition-related tax matters and also includes tax compliance services.
(6)
For the period from January 1, 2019 through the TCF/Chemical merger date, Legacy TCF paid $257,500 in fees to KPMG for tax fees.
The Audit Committee has considered all fees for non-audit services to be compatible with maintaining the registered public accountants independence.
### Pre-approval Process
The Audit Committee has a Pre-Approval Policy to pre-approve the audit and non-audit services performed by our independent registered public accounting firm. All services provided by the independent registered public accounting firm are either within general pre-approved limits or specifically approved by the Audit Committee. Subject to certain limitations, the authority to grant pre-approvals may be delegated to one or more members of the Audit Committee.
In the event that approval is required prior to a regularly scheduled Audit Committee meeting, the Audit Committee Chair is authorized to pre-approve audit and non-audit services, provided the aggregate fees for the services approved by the Chair since the prior Committee approvals shall not exceed $500,000. Any services pre-approved by the Chair will be reported to and considered by the full Audit Committee at its next scheduled meeting. During 2020, all services provided by KPMG (including all of the services related to the fees described in the foregoing table) were pre-approved by the Audit Committee or by the Audit Committee Chair.
Each member of the Audit Committee is independent, as independence is defined in Section 5605(a)(2) of the Nasdaq listing rules.
### Item 15
Exhibits
Exhibit Number
Description
31.3#
31.4#
# Filed herewith | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Related person transactions, our audit committee considers the relevant available facts and circumstances, which may include, but not limited to: the risks, costs, and benefits to us; the terms of the transaction;
Our audit committee will approve only those transactions that it determines are fair to us and in our best interests. All of the transactions described above were entered into prior to the adoption of such policy.
The following includes a summary of any related party transactions during the last two completed fiscal years to which we have been a party.We also describe below certain other transactions with our directors, executive officers and 5% stockholders. We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, from unaffiliated third parties.
Our amended and restated certificate of incorporation, as amended, and our amended and restated bylaws, as amended, provide that we will indemnify each of our directors and officers to the fullest extent permitted by the Delaware General Corporation Law.
Stock Option Grants to Executive Officers and Directors
We have entered into employment agreements with our executive officers pursuant to which we pay our executive officers annual salaries and bonuses as more fully described above under Executive Compensation. Further, we have granted stock options to our executive officers and non-employee directors as more fully described above under Director Compensation.
Item14.
On July12, 2016, the audit committee appointed BDO USA, LLP, or BDO, as our independent registered public accounting firm for the fiscal year ending December31, 2016, subject to completion of its standard client acceptance procedures (which were subsequently completed). Additionally, the audit committee appointed BDO as our independent public accounting firm for the fiscal years ending December31, 2017, December31, 2018, December31, 2019, and December31, 2020. The decision to engage BDO as our independent registered public accounting firm was recommended by the audit committee and approved by the Board.
The audit committee reviews and must pre-approve all audit and non-audit services performed by our independent registered public accounting firm, as well as the fees charged by it for such services. No fees charged by BDO during 2020 were approved under the Regulation
S-X
Rule 2.01(c)(7)(i)(C) exception to the pre-approval requirement. In its review of non-audit service fees, the audit committee considers, among other things, the possible impact of the performance of such services on the accounting firms independence.
The following table shows the aggregate fees paid or accrued by us for the audit and other services provided by BDO for fiscal years ended December31, 2020 and 2019.
(1)
Audit fees consist of fees for professional services performed by BDO USA, LLP for the audit of our annual financial statements included in our Annual Report on Form
10-K for the year ended December31, 2020 filed with the SEC on February22, 2021 and review of financial statements included in our quarterly Form
10-Q filings, reviews of registration statements and issuances of consents, and services that are normally provided in connection with statutory and regulatory filings or engagements.
(2)
Audit related fees consist of fees for assurance and related services, performed by BDO USA, LLP that are reasonably related to the performance of the audit or review of our financial statements.
(3)
Tax fees consist of fees for professional services performed by BDO USA, LLP with respect to tax compliance, tax advice, tax consulting and tax planning.
### PART IV
Item15.<|endoftext|>Sequential Brands Group, Inc. 1 on Form 10-K/A (the Amended Filing) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, originally filed with the U.S. Securities and Exchange Commission (the SEC) on April 15, 2021 (the Original Filing).In filing this amendment, the Company restates its previously issued audited consolidated financial statements and related disclosures for the year ended December 31, 2020 to reclassify its long-term debt, net of current portion, to current.
As disclosed in the Current Report on Form 8-K filed on July 26, 2021, subsequent to the issuance of the Original Filing, the Company determined that its non-current debt should be reclassified to current debt (the Reclassification of Indebtedness). As previously disclosed in its Current Report on Form 8-K dated June 21, 2021, the Company entered into a waiver (the Waiver) under its
Third Amended and Restated First Lien Credit Agreement, dated as of July 1, 2016 (as amended, restated or otherwise modified from time to time, the Amended BoA Credit Agreement), with Bank of America, N.A. (BoA), as administrative agent and collateral agent, and the lenders party thereto. Due to the Waiver, management reassessed its existing waivers with Wilmington Trust, National Association and the required lenders under its Third Amended and Restated Credit Agreement, dated as of July 1, 2016 along with its balance sheet classification of all debt for the year ended December 31, 2020. When reviewing and re-evaluating the Companys situation of waivers and its multiple extensions, which also cover any cross-defaults between the Credit Agreements, management determined an adjustment for non-current debt is required in accordance with Accounting Standard Codification (ASC) 470,
### Debt
ASC 470 states that debt would qualify as noncurrent if the creditor either waives its right to demand repayment under the specific covenant that was violated or otherwise loses its right to demand repayment (e.g., because the debtor cures the violation) for a period of more than one year after the balance sheet date. While the Companys existing waivers had multiple extensions, the waiver period was not over one year. As a result, in this Amended Filing, all non-current debt of $436.4 million, was reclassified to current debt at December 31, 2020.
Management evaluated the materiality of the error from a quantitative and qualitative perspective and concluded that this adjustment was material to the Companys presentation and disclosures of current and non-current liabilities on its condensed consolidated balance sheet. There was no impact on the Companys results of operations, changes in equity, and cash flows. The Company has effected the adjustment in this Amended Filing.
Refer to Note 18 of the Notes to Consolidated Financial Statements of this Amended Filing.
Internal Controls and Disclosure Controls and Procedures
Management has reassessed its evaluation of the effectiveness of its Disclosure Controls and Procedures as of December 31, 2020 based on the classification error described above, and has concluded that there was a material weakness in the Companys internal controls over financial reporting for the classification of our debt and that disclosure controls and procedures were not effective.For a description of the material weakness in our internal control over financial reporting and our plan to remediate the material weakness, see Part II Item 9A. Controls and Procedures of this Amended Filing.
This Amended Filing amends and restates the following items of the Companys Original Filing as of, and for the year ended December 31, 2020:
Part I Item 7. Managements Discussion and AnalysisLiquidity and Capital Resources
### Part II Item 9A. Controls and Procedures
Part IV Item 15.<|endoftext|>[
Aequi Acquisition Corp
]
### EXPLANATORY NOTE
1 to the Annual Report on Form 10-K to we, us, the Company or our company are to Aequi Acquisition Corp., unless the context otherwise indicates.
This Amendment No. 1 to the Annual Report on Form 10-K/A (this annual report) amends the Annual Report on Form 10-K of Aequi Acquisition Corp. for the period ended December 31, 2020, as filed with the Securities and Exchange Commission (SEC) on March 29, 2021 (the Original Report).
On April 12, 2021, the staff of the SEC (the SEC Staff) issued a public statement (the SEC Staff Statement) entitled Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (SPACs). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to warrants issued by SPACs may require the warrants to be classified as liabilities instead of equity on the SPACs balance sheet.
Since their issuances on November 24, 2020 in connection with our initial public offering (the IPO) and on November 30, 2020 in connection with the full exercise of underwriters over-allotment option and until the date of the restatements, our warrants were reflected as a component of equity instead of liabilities on our balance sheet and, based on our application of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 815-40, Derivatives and Hedging, Contracts in Entitys Own Equity (ASC 815-40), our statement of operations did not include the subsequent non-cash changes in estimated fair value of the warrants. The views expressed in the SEC Staff Statement were not consistent with our historical interpretation of specific provisions within our warrant agreement, dated as of November 19, 2020 (the warrant agreement), and our application of ASC 815-40 to the warrant agreement. After discussion, evaluation and consultation with management, our audit committee concluded that our warrants should be presented as liabilities with subsequent fair value remeasurement.
Prior to filing this annual report, in consultation with our audit committee, we concluded that our audited financial statements for the period ended December 31, 2020 (the Affected Periods), should no longer be relied upon and should be restated and that the warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in our statement of operations each reporting period. On May 11, 2021, our audit committee authorized management to restate its audited financial statements for the period ended December 31, 2020 (the restatements).
The change in accounting for the warrants reflected in the restatements did not have any impact on our liquidity, cash flows, revenues or costs of operating our business or other non-cash adjustments during the Affected Periods or during any other period for which financial information is included in this annual report. Our cash and cash equivalents, investments held in the trust account, operating expenses or total cash flows from operations during the Affected Periods also were not affected.
### Items Amended in this Annual Report
This annual report presents the Original Report, amended and restated with modifications necessary to reflect the restatements, but without any other amendments, modifications or updates. As such, this annual report speaks only as of the date the Original Report was filed, and should be read in conjunction with our other SEC filings, including our SEC filings subsequent to the date of the Original Report.
The following items have been amended to reflect the restatements:
### Part I, Item 1A. Risk Factors
Part II, Item 7.
Part II, Item 8.
### Part II, Item 9A. Controls and Procedures
Part IV, Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Of the copies of such forms received and written representations from reporting persons required to file reports under Section 16(a), all of the Section 16(a) filing requirements applicable to such persons, with respect to fiscal year 2020, appear not to have been complied with to the best of our knowledge.
ITEM 11.
EXECUTIVE COMPENSATION.
None.
SUMMARY COMPENSATION TABLE
### None
Directors Compensation
No director received compensation for services rendered in any capacity to us during the fiscal years ended December 31, 2019 and December 31, 2020.
Our Articles of Incorporation, as amended and restated, and our Bylaws provide for mandatory indemnification of our officers and directors, except where such person has been adjudicated liable by reason of his negligence or willful misconduct toward the Company or such other corporation in the performance of his duties as such officer or director. Our Bylaws also authorize the purchase of director and officer liability insurance to insure them against any liability asserted against or incurred by such person in that capacity or arising from such person's status as a director, officer, employee, fiduciary, or agent, whether or not the corporation would have the power to indemnify such person under the applicable law.
ITEM 12.
The following tables set forth information as of December 31, 2020 regarding the beneficial ownership of our commonstock each stockholder who is known by the Company to own beneficially in excess of 5% of our outstanding common stock;each director known to hold common or preferred stock; the Company's chief executive officer; andthe executive officers and directors as a group.
The above table reflects share ownership as of the most recent date. Each share of common stock has one vote per share on all matters submitted to a vote of our shareholders.
ITEM 13.
We do not have a specific policy or procedure for the review, approval, or ratification of any transaction involving related persons. We historically have sought and obtained funding from officers, directors, and family members as these categories of persons are familiar with our management and often provide better terms and conditions than we can obtain from unassociated sources. Also, we are so small that having specific policies or procedures of this type would be unworkable.
### ITEM 14.
The following table shows the fees paid or accrued for the audit and other services provided by our independent registered public accounting firm.
Audit Fees
Audit fees represent the professional services rendered for the audit of our annual financial statements and the review of our financial statements included in quarterly reports, along with services normally provided by the accountant in connection with statutory and regulatory filings or engagements.
### Audit Related Fees
Audit-related fees represent professional services rendered for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.
Tax Fees
Tax fees represent professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.
### All Other Fees
All other fees represent fees billed for products and services provided by the principal accountant, other than the services reported for the other categories.
PRE-APPROVAL POLICIES
Our audit committee does not rely on pre-approval policies and procedures. Typically, Management has sought out audit firm candidates and presented them to the audit committee. Before the auditor renders audit and non-audit services our board of directors approves the engagement.
PART IV
### ITEM 15.
The following exhibits are filed as part of this Form 10-K:
*Filed herewith<|endoftext|>Finding any violation with respect to such law, nor (iii) any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto.
Nevertheless, every effort will be made to ensure that the views of stockholders are heard by the board of directors, and that appropriate responses are provided to stockholders in a timely manner. During the upcoming year, our board of directors will continue to monitor whether it would be appropriate to adopt such a process.
### CODE OF ETHICS
We have not adopted a code of ethics that applies to our officer, director and employee. When we do adopt a code of ethics, we will disclose it in a Current Report on Form 8-K.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers for fiscal years 2020 and 2019:
____________
(1)
(2)
Our officer and director has not received monetary compensation since our inception to the date of this report. We currently do not pay any compensation to any officer or any member of our board of directors.
### STOCK OPTION GRANTS
We had no outstanding equity awards as of the end of the fiscal period ended October 31, 2020, or through the date of filing of this report. The following table sets forth certain information concerning outstanding stock awards held by our officer and our director as of the fiscal year ended October 31, 2020:
__________
(1)
(2)
### EMPLOYMENT AGREEMENTS
DIRECTOR COMPENSATION
The following table sets forth director compensation as of October 31, 2020:
_____________
ITEM 12.
The following table lists, as of the date of this report, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; and (iii) all officer and director as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using beneficial ownership concepts under the rules of the Securities and Exchange Commission.
The percentages below are calculated based on 261,055,120 shares of our common stock issued and outstanding as of the date of this report. We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.
(1) c/o Quest Management, Inc., 797 South First Street, Fulton, NY 13069
ITEM 13.
### Director Independence
Our securities are not listed on a national securities exchange or on any inter-dealer quotation system which has a requirement that a majority of directors be independent. Our board of directors has undertaken a review of the independence of each director by the standards for director independence set forth in the NASDAQ Marketplace Rules. Under these rules, a director is not considered to be independent if he or she also is an executive officer or employee of the corporation. Our board of directors has determined that the Company does not have any independent directors.
ITEM 14.
During the year ended October 31, 2019, the total fees billed for audit-related services was $0, for tax services was $0 and for all other services was $0.
During the year ended October 31, 2020, the total fees billed for audit-related services was $6,415, for tax services was $0 and for all other services was $0.
All of the above services and fees were reviewed and approved by the board of directors before the respective services were rendered.
PART IV
### ITEM 15.
The following exhibits are included with this annual report:
__________
* Filed herewith.<|endoftext|>Ajax I (the Company) is filing this Amendment No. 1 on Form 10-K/A (the Amendment) to amend and restate certain items in its Annual Report on Form 10-K as of December 31, 2020 and for the period from August 13, 2020 (inception) through December 31, 2020, originally filed with the U.S. Securities and Exchange Commission (the SEC) on March 25, 2021 (the Original 10-K).
### Background of Restatement
On May 7, 2021, after consultation with Marcum LLP, the Companys independent registered public accounting firm (the Independent Accountants), the Companys management and the audit committee of the Companys Board of Directors (the Audit Committee) concluded that it is appropriate to restate the Companys previously issued audited financial statements as of December 31, 2020 and for the period from August 13, 2020 (inception) December 31, 2020 (the Relevant Period), which were included in the Original 10-K. Considering such restatement, the Company concluded that such audited financial statements should no longer be relied upon. This Amendment includes the restated audited financial statements for the Relevant Period.
As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 20,124,772 redeemable warrants (the Public Warrants) that were included in the units issued by the Company in its initial public offering (the IPO) and (ii) the 21,129,818 non-redeemable warrants that were issued to the Companys sponsor in a private placement that closed concurrently with the closing of the IPO (together with the Public Warrants, the Warrants).
In further consideration of the guidance in Accounting Standards Codification (ASC) 815-40, Derivatives and Hedging Contracts in Entitys Own Equity, the Company concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations in the period of change.
### Effects of Restatement
As a result of the factors described above, the Company has included in this Amendment: (i) certain restated items on the previously issued balance sheet dated as of October 30, 2020, the date that the IPO closed, that were previously reported on a Current Report on Form 8-K filed with the SEC on November 5, 2020 (the IPO Closing 8-K), and (ii) restated financial statements as of December 31, 2020 and for the period from August 13, 2020 through December 31, 2020 that were previously reported on the Original 10-K, to restate the following non-cash items: understatement of liabilities and overstatement of temporary equity by approximately $55.5 million and $100.1 million as of October 30, 2020 and December 31, 2020, respectively; understatement of additional paid-in capital and accumulated deficit by approximately $12.5 million and $100.1 million as of October 30, 2020 and December 31, 2020, respectively; understatement of net loss by approximately $113.1 million for the period from August 13, 2020 through December 31, 2020; and understatement of basic and diluted net loss per share, non-redeemable ordinary shares of $8.26 for the period from August 13, 2020 through December 31, 2020.
See Note 2 to the Financial Statements included in Part II, Item 8 of this Amendment for additional information on the restatement and the related financial statement effects.
Items Amended
Risk Factors; (ii) Part II, Item 7. (iii) Part II, Item 8. (iv) Part II, Item 9A. Controls and Procedures; and (v) Part IV, Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
On Form
10-K
(File
10.33C+
Affiliates (approved October30, 2020) (incorporated herein by reference to Exhibit 10.33C in Jazz Pharmaceutical plcs Annual Report on Form
10-K
(File
10.33D+
Jazz Pharmaceuticals Cash Bonus Plan (Ireland and Other Specified Affiliates) (Calendar Year 2021) (incorporated herein by reference to Exhibit 10.33D in Jazz Pharmaceutical plcs Annual Report on Form
10-K
(File
10.34+
Amended and Restated Executive Change in Control and Severance Benefit Plan, dated as of July31, 2019 (incorporated herein by reference to Exhibit 10.6 in Jazz Pharmaceuticals plcs Quarterly Report on Form
10-Q
(File
10.35A+
### Amended and Restated
Non-Employee
Director Compensation Policy (approved May3, 2018) (incorporated herein by reference to Exhibit 10.1 in Jazz Pharmaceuticals plcs Quarterly Report on Form
10-Q
(File
10.35B+
### Amended and Restated
Non-Employee
Director Compensation Policy (approved July21, 2020) (incorporated herein by reference to Exhibit 10.1 in Jazz Pharmaceuticals plcs Quarterly Report on Form
10-Q
(File
21.1
Subsidiaries of Jazz Pharmaceuticals plc (incorporated herein by reference to Exhibit 21.1 in Jazz Pharmaceutical plcs Annual Report on Form
10-K
(File
23.1
Consent of KPMG, Independent Registered Public Accounting Firm (incorporated herein by reference to Exhibit 23.1 in Jazz Pharmaceutical plcs Annual Report on Form
10-K
(File
24.1
Power of Attorney (included on the signature page to Jazz Pharmaceutical plcs Annual Report on Form
10-K
(File
31.1
13a-14(a) and
(incorporated herein by reference to Exhibit 31.1 in Jazz Pharmaceutical plcs Annual Report on Form
10-K
(File
31.2
13a-14(a) and
(incorporated herein by reference to Exhibit 31.2 in Jazz Pharmaceutical plcs Annual Report on Form
10-K
(File
31.3
13a-14(a) and
31.4
13a-14(a) and
32.1*
Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002 (incorporated herein by reference to Exhibit 32.1 in Jazz Pharmaceutical plcs Annual Report on Form
10-K
(File
101.INS
XBRL Instance DocumentThe instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document (incorporated herein by reference to Exhibit 101.SCH in Jazz Pharmaceutical plcs Annual Report on
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document (incorporated herein by reference to Exhibit 101.CAL in Jazz Pharmaceutical plcs Annual Report on
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document (incorporated herein by reference to Exhibit 101.DEF in Jazz Pharmaceutical plcs Annual Report on
101.LAB
Inline XBRL Taxonomy Extension Labels Linkbase Document (incorporated herein by reference to Exhibit 101.LAB in Jazz Pharmaceutical plcs Annual Report on
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document (incorporated herein by reference to Exhibit 101.PRE in Jazz Pharmaceutical plcs Annual Report on
104.1
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) (incorporated herein by reference to Exhibit 104 in Jazz Pharmaceutical plcs Annual Report on
104.2
Cover Page Interactive Data File (formatted as Inline XBRL).
+
Confidential treatment has been granted for portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.
Certain portions of this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation
S-K.
*
The certification attached as Exhibit 32.1 accompanies this Annual Report on Form 10-K pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed filed by the Registrant for purposes of Section18 of the Securities Exchange Act of 1934, as amended.<|endoftext|>To defend these lawsuits; however, the Company cannot predict with certainty the ultimate resolution of any proceedings that may be brought in connection with these allegations
### EXHIBIT INDEX
Exhibit No.
Description
1.1
Underwriting Agreement, dated October 22, 2020, by and among the Company and Morgan Stanley & Co. LLC, J.P. Morgan Securities, LLC, and Oppenheimer & Co. Inc. (4)
2.1
Agreement and Plan of Merger, dated as of February 1, 2021, by and among the Company, Catalyst Merger Sub I, Inc., Catalyst Merger Sub II, LLC, and PLAYSTUDIOS, Inc. (5)
3.1
Amended and Restated Memorandum and Articles of Association (4)
4.1
Specimen Unit Certificate (3)
4.2
Specimen Class A Ordinary Share Certificate (1)
4.3
Specimen Warrant Certificate (1)
4.4
Warrant Agreement, dated October 22, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (4)
4.5
Description of Registered Securities*
10.1
Promissory Note, dated September 4, 2020, issued to Acies Acquisition LLC (2)
10.2
Securities Subscription Agreement, dated September 4, 2020, between the Company and the Sponsor (2)
10.3
Letter Agreement, dated October 22, 2020, by and among the Company, its officers, its directors and the Sponsor (4)
10.4
Investment Management Trust Agreement, dated October 22, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (4)
10.5
Registration Rights Agreement, dated October 22, 2020, by and between the Company and the Sponsor (4)
10.6
Administrative Services Agreement, dated October 22, 2020, by and between the Company and the Sponsor (6)
10.7
Private Placement Warrant Purchase Agreement, dated October 22, 2020, by and between the Company and the Sponsor (4)
10.8
Form of Indemnity Agreement between the Company and each of its directors and officers (1)
10.9
Form of Subscription Agreement, by and between the Company and the subscriber party thereto (5)
10.10
Sponsor Support Agreement, dated February 1, 2021, by and among the Sponsor, the Company and PLAYSTUDIOS, Inc. (5)
10.11
Form of PLAYSTUDIOS Holders Support Agreement, dated February 2, 2021, by and among the Company, PLAYSTUDIOS, Inc. and certain stockholders of PLAYSTUDIOS, Inc. (5)
10.12
Form of Amended and Restated Registration Rights Agreement, by and among the Registrant, Acies Acquisition LLC, and certain stockholders of PLAYSTUDIOS, Inc. (6)
14.1
Code of Ethics*
21.1
List of Subsidiaries of the Company (6)
31.1
Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)*
31.2
Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)*
32.1
Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**
32.2
Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**
99.1
Audit Committee Charter (2)
99.2
Compensation Committee Charter (2)
99.3
Nomination and Corporate Governance Committee Charter (2)
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema
101.CAL
XBRL Taxonomy Calculation Linkbase
101.LAB
XBRL Taxonomy Label Linkbase
101.PRE
101.DEF
*
**
### Previously Filed
Previously Furnished
(1) Incorporated by reference to the Companys Form S-1, filed with the SEC on October 5, 2020.
(2) Incorporated by reference to the Companys Form S-1/A, filed with the SEC on October 19, 2020.
(3) Incorporated by reference to the Companys Form S-1/A, filed with the SEC on October 21, 2020.
(4) Incorporated by reference to the Companys Form 8-K, filed with the SEC on October 27, 2020.
(5) Incorporated by reference to the Companys Form 8-K, filed with the SEC on February 2, 2021.
(6) Incorporated by reference to the Companys Form S-4, filed with the SEC on February 16, 2021.<|endoftext|>Audit committee prior to the completion of the audit).
ITEM15.
### EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES
(a)
10-K/A:
Financial Statements: The financial statements listed in Index to the Financial Statements at Item 8. Financial Statements and Supplementary Data are filed as part of this Form
10-K/A.
(b)
Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Form
10-K/A.
### Exhibit
Number
Description
3.1
Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Companys Form
27, 2020).
3.2
(incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form
18, 2020).
4.1
Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Companys Form
9, 2020).
4.2
### Specimen Class
A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Companys Form
27, 2020).
4.3
Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Companys Form
27, 2020).
4.4
### Warrant Agreement, dated December
& Trust Company (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form
18, 2020).
4.5
Description of Securities (incorporated by referenced to Exhibit 4.5 of the Companys Annual Report on Form
10-K filed with the SEC on March
26, 2021).
10.1
### Promissory Note, dated October
28, 2020, issued to Marquee Raine Acquisition Sponsor LP (incorporated by reference to Exhibit 10.1 to the Companys Form
27, 2020).
10.2
### Form of Letter Agreements, dated December
17, 2020, between the Company and each of its officers and directors, and the Sponsor (incorporated by reference to Exhibit 10.5 to the Companys Current Report on Form
18, 2020).
10.3
Investment Management Trust Agreement, dated December
& Trust Company (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form
18, 2020).
### Exhibit
Number
Description
10.4
### Registration Rights Agreement, dated December
17, 2020, among the Company, the Sponsor and certain other security holders named therein (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form
18, 2020).
10.5
### Securities Subscription Agreement, dated October
28, 2020, between the Registrant (incorporated by reference to Exhibit 10.5 to the Companys Form
27, 2020).
10.6
### Amendment No.
1 to the Securities Subscription Agreement, dated November
10, 2020, between the Registrant (incorporated by reference to Exhibit 10.6 to the Companys Form
27, 2020).
10.7
Private Placement Warrants Purchase Agreement, dated December
14, 2020, between the Company and the Sponsor (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form
18, 2020).
10.8
### Form of Indemnity Agreements, dated December
17, 2020, between the Company and each of its officers and directors (incorporated by reference to Exhibit 10.6 to the Companys Current Report on Form
18, 2020).
10.9
### Administrative Support Agreement, dated December
17, 2020, between the Company and the Sponsor (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form
18, 2020).
10.10
Form of Engagement Letter between the Registrant and Ricketts SPAC Investment LLC (incorporated by reference to Exhibit 10.10 to the Companys Form
9, 2020).
10.11
Form of Engagement Letter between the Registrant and Raine Securities LLC (incorporated by reference to Exhibit 10.11 to the Companys Form
9, 2020).
14.1
Form of Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Companys Form
27, 2020).
24.1
Power of Attorney (incorporated by reference to the signature pages of the Companys Annual Report on Form
10-K filed on March
26, 2021).
31.1*
13a-14(a) and
31.2*
13a-14(a) and
32.1*
Section
32.2*
Section
* Filed herewith. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Cease paying these monthly fees.
HighCapes Sponsor, officers and directors, or any of its or their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities undertaken on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. HighCapes audit committee reviews on a quarterly basis all payments that were made to our Sponsor, officers and directors or any of its or their affiliates and determines which expenses and the amount of expenses that will be reimbursed.
In addition, we may depend on loans from our Sponsor or management team in order to finance transaction costs in connection with an intended initial business combination. Our Sponsor or an affiliate of our Sponsor or certain of its officers and directors may, but are not obligated to, loan HighCape funds as may be required on a non-interest basis. If HighCape completes the Business Combination, it would repay such loaned amounts out of the proceeds of the Trust Account released to it. Up to $1,500,000 of any loans made to us may be convertible into additionalunits of the Company at a price of $10.00 per unit at the option of the lender at the time of the Business Combination. Theunits would be identical to the private placementunits issued to the initial stockholders. Pursuant to the Business Combination Agreement, no such loans may be made without the prior written consent of Quantum-Si.
### PIPE Financing
In connection with the execution of the Business Combination Agreement, HighCape entered into the PIPE Investor Subscription Agreements with the PIPE Investors, pursuant to which, among other things, HighCape agreed to issue and sell in private placements an aggregate of 42,500,000 shares of HighCape ClassA common stock to the PIPE Investors for $10.00 per share immediately prior to the Closing. In the PIPE Financing, certain entities have agreed to purchase an aggregate of approximately $425.0million of shares of HighCape ClassA common stock.
Subscription Agreements
In addition, concurrently with the execution of the Business Combination Agreement, HighCape entered into Subscription Agreements with the Foresite Funds, pursuant to which the Foresite Funds will be issued 696,250 shares of HighCape ClassA common stock at a price of $0.001 per share for aggregate gross proceeds of $696.25 after a corresponding number of shares of HighCape ClassB common stock are irrevocably forfeited by the Sponsor to HighCape for no consideration and automatically cancelled.
Director Independence
Our board of directors has determined that David Colpman, Antony Loebel and Robert Taub are independent directors as defined in the Nasdaq listing standards and applicable SEC rules.
Item 14.
Audit Fees
For the period from June 10, 2020 (inception) through December 31, 2020, fees for our independent registered public accounting firm were approximately $43,775, for the services Withum performed in connection with our Initial Public Offering, Forms 10-Q for the respective period and the audit of our December 31, 2020 financial statements included in this Annual Report on Form 10-K.
### Audit-Related Fees.
For the period from June 10, 2020 (inception) through December 31, 2020, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements.
Tax Fees
For the period from June 10, 2020 (inception) through December 31, 2020, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning.
### All Other Fees
For the period from June 10, 2020 (inception) through December 31, 2020, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.
Pre-Approval Policy
Item 15<|endoftext|>Of the Company or an insolvency event;
Paying or declaring dividends or distributing the assets of the Company; or
Adopting or a mending any shareholder rights plan.
In addition, the Principal Purchasers each received the right to nominate a member to serve on our Board. Dr. Eric Varma was designated as a Board nominee by Oracle Partners, LP and Oracle Ten Fund Master, LP pursuant to the Stockholders Agreement and was appointed as a director on September 12, 2013.
Dr. Varma did not stand for re-election at the 2018 annual meeting of the stockholders of the Company. Oracle Partners, LP and Oracle Ten Fund Master, LP have not yet notified the Company of the person who will succeed Dr. Varma as the Oracle Partners, LP and Oracle Ten Fund Master, LP designee on the Board.
James T. LaFrance was designated as a Board nominee by Jack W. Schuler. The Board appointed Mr. LaFrance as a director and
### Chairperson of the Board on December 12, 2013.
The rights and prohibitions of the 2013 Purchasers under the Stockholders Agreement terminate for each 2013 Purchaser when it ceases to own or hold less than 50% of the shares, warrants or warrant shares than were purchased at the closing of the private placement
We have entered into indemnification agreements with each of our directors and executive officers, which require us to indemnify our directors and officers to the fullest extent permitted by law in the State of Delaware.
Independence of the Board of Directors
The Board has affirmatively determined, after considering all relevant facts and circumstances, that each of
Sandra Brooks
,
### Nancy Cocozza,
Veronica G.H. Jordan, James T. LaFrance
,
Nicole Sandford and David Schreiber is an independent director, as the term is currently defined under Nasdaq Listing Rule 5605(a)(2). Valerie Palmieri is not an independent director because she currently serves as our
ITEM 14.
Audit Fees and Non-Audit Fees
The following is a summary of the fees and services provided by
### BDO USA, LLP for
2020 and
(1)
### Represent feesfor the preparation of our
2019 and
2018 federal and state tax returns.
Audit Committee Pre-Approval of Policies and Procedures
The Audit Committee is responsible for appointing, compensating and overseeing the work of the independent registered public accounting firm. The Audit Committee has established a pre-approval procedure for all audit and permissible non-audit services to be performed by our independent registered public accounting firm.The pre-approval policy requires that requests for services by the independent registered public accounting firm be submitted to the Chair person of the Audit Committee for review and approval. Any requests that are approved by the Chair person of the Audit Committee are then aggregated and submitted to the Audit Committee for approval at a meeting of the Audit Committee. Requests may be made with respect to either specific services or a type of service for predictable or recurring services.
All audit, audit-related, tax and other services, which include all permissible non-audit services, provided to us by BDO USA, LLP were pre-approved by the Audit Committee. Additionally, the Audit Committee concluded that the provision of those services by BDO USA, LLP were compatible with the maintenance of the independent registered public accounting firms independence
PART IV
ITEM 15.
(a)
Financial Statements
See Index to Consolidated Financial Statements beginning on page 3
9 of the Original Filing, which is incorporated into this Item by reference.
All schedules are omitted because the required information was shown in the financial statements or the notes thereto in our Original Filing.
(b)
### EXHIBITS
*
Filed or furnished with Original Filing.
Filed herewith.
#
Confidential treatment has been granted with respect to certain provisions of this agreement. Omitted portions have been filed separately with the SEC.<|endoftext|>### EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K/A (this Amendment) amends the Annual Report on Form 10-K of U.S. Well Services, Inc. (the Company, we, us or our) for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (SEC) on March 11, 2021 (the Original Form 10-K). This Amendment restates the Companys previously issued consolidated financial statements as of and for the years ended December 31, 2020, 2019 and 2018, and for the interim periods within the years ended December 31, 2020 and 2019 (collectively, the Affected Periods). The correction to the financial statements made in connection with the restatement involves only non-cash adjustments.
In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities of the entity measured at fair value, with changes in fair value each reporting period in earnings, as opposed to being treated as equity. Following the issuance of the SEC Staff Statement, on May 11, 2021, the Audit Committee of our Board of Directors, after considering the recommendation of and consultation with management and Companys independent registered public accounting firm, concluded that the Companys previously issued audited consolidated financial statements included in the Companys previously filed Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q for the Affected Periods should be restated to reflect the impact of the SEC Staff Statement and accordingly, should no longer be relied upon. Similarly, any previously furnished or filed reports, related earnings releases, investor presentations and similar communications of the Company describing the Companys financial results for the Affected Periods should no longer be relied upon.
The Company issued public warrants and private placement warrants (collectively, the public and private placement warrants) in connection with its initial public offering in November 2018. Additionally, the Company issued warrants to certain institutional investors in connection with its private placement of Series A Preferred Stock on May 24, 2019 (the Series A warrants, and together with the public and private placement warrants, thewarrants). The Company accounted for the warrants as equity based on its initial evaluation of the accounting treatment for the warrants and believed its positions to be appropriate at those times.
As a result of the SEC Staff Statement, the Company has determined that the warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Companys consolidated statements of operations each reporting period pursuant to Accounting Standards Codification Topic 815,
### Derivatives and Hedging
The change in accounting for the warrants did not have any impact on the Companys previously reported revenues, operating income, or non-GAAP financial measures, Adjusted EBITDA and Adjusted EBITDA margin, for any of the Affected Periods.
The Company is amending and restating, in this Amendment, its financial statements for the following periods: audited consolidated financial statements as of and for the years ended December 31, 2020, 2019 and 2018; unaudited interim financial information as of and for the three months ended March 31, 2020 and 2019; unaudited interim financial information as of and for the three and six months ended June 30, 2020 and 2019; and unaudited interim financial information as of and for the three and nine months ended September 30, 2020 and 2019, in each case to reflect the change in accounting treatment (collectively, the Restatement).
This Amendment presents the Original Form 10-K, amended and restated with modifications as necessary to reflect the Restatement.
Part II, Item 7.
Part II, Item 8.
Part II, Item 9A. Controls and Procedures.
Part IV, Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Securities and Exchange Commission on March 6, 2017).*
10.6
Form of 2018 Performance Units Award Agreement between Old National and certain key associates (incorporated by reference to Exhibit 10(s) of Old Nationals Annual Report on Form 10-K for the year ended December 31, 2017).
*
10.7
Form of 2018 Restricted Stock Award Agreement between Old National and certain key associates (incorporated by reference to Exhibit 10(t) of Old Nationals Annual Report on Form 10-K for the year ended December 31, 2017).
*
10.8
Form of 2019 Internal Performance Units Award Agreement between Old National and certain key associates (incorporated by reference to Exhibit 10(r) of Old Nationals Annual Report on Form 10-K for the year ended December 31, 2018).*
10.9
Form of 2019 Relative Performance Units Award Agreement between Old National and certain key associates (incorporated by reference to Exhibit 10(s) of Old Nationals Annual Report on Form 10-K for the year ended December 31, 2018).*
10.10
Form of 2019 Restricted Stock Award Agreement between Old National and certain key associates (incorporated by reference to Exhibit 10(t) of Old Nationals Annual Report on Form 10-K for the year ended December 31, 2018).*
10.11
Employment Agreement dated as of May 2, 2019 between Old National Bancorp and James C. Ryan, III (incorporated by reference to Exhibit 10.3 of Old Nationals Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2019).*
10.12
Employment Agreement dated as of May 2, 2019 between Old National Bancorp and Brendon B. Falconer (incorporated by reference to Exhibit 10.4 of Old Nationals Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2019).*
10.13
Stock Purchase and Dividend Reinvestment Plan (incorporated by reference to Old Nationals Registration Statement on Form S-3, Registration No. 333-226817 filed with the Securities and Exchange Commission on August 13, 2018 and amended on May 20, 2019).
10.14
Form of 2020 Internal Performance Units Award Agreement between Old National and certain key associates (incorporated by reference to Exhibit 10.20 of Old Nationals Annual Report on Form 10-K for the year ended December 31, 2019).*
10.15
Form of 2020 Relative Performance Units Award Agreement between Old National and certain key associates (incorporated by reference to Exhibit 10.21 of Old Nationals Annual Report on Form 10-K for the year ended December 31, 2019).*
10.16
Form of 2020 Restricted Stock Award Agreement between Old National and certain key associates (incorporated by reference to Exhibit 10.22 of Old Nationals Annual Report on Form 10-K for the year ended December 31, 2019).*
10.17
Old National Bancorp Amended and Restated 2020 Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.23 of Old Nationals Annual Report on Form 10-K for the year ended December 31, 2019).*
10.18
Old National Bancorp Amended and Restated 2020 Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.24 of Old Nationals Annual Report on Form 10-K for the year ended December 31, 2019).*
10.19
### Form of
Amended Severance/Change in Control Agreement for Kendra L. Vanzo is filed herewith
*
Subsidiaries of Old National Bancorp
23.1
Consent of Crowe LLP
31.1
31.2
32.1
32.2
The following materials from Old National Bancorps Annual Report on Form 10-K Report for the year ended December31, 2020, formatted in inline XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.
The cover page from Old Nationals Annual Report on Form 10-K Report for the year ended December 31, 2020, formatted in inline XBRL and contained in Exhibit 101.
None.<|endoftext|>### EXPLANATORY NOTE
Corner Growth Acquisition Corp.
10-K/A
(the Amendment) to amend and restate certain items in its Annual Report on Form
10-K as of December31, 2020 and for the period from October20, 2020 (inception) through December31, 2020, originally filed with the U.S. Securities and Exchange Commission (the SEC) on March31, 2021 (the Original
10-K).
On April12, 2021, the Staff of the Securities and Exchange Commission (SEC) released the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs) (the Statement). The SEC Staff Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to those issued by the Company at the time of its initial public offering in December 2020.
On December21, 2020, the Company consummated an initial public offering (the IPO) of 40,000,000 units (the Units), including 5,000,000 Units as a result of the underwriters partial exercise of its over-allotment option, at an offering price of $10.00 per Unit and a private placement with CGA Sponsor, LLC (the Sponsor) of 7,600,000 private placement warrants at a price of $1.50 per warrant (the Private Placement).
Both the Public Warrants and Private Placement Warrants (together the Warrants) were classified as equity in the Companys previously issued audited balance sheet as of December31, 2020.
In light of the Statement and guidance in Accounting Standards Codification (ASC)
815-40,
Derivatives and Hedging Contracts in Entitys Own Equity, in particular as applicable to certain provisions in the Warrants related to tender or exchange offer provisions as well as provisions that provided for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant, the Company evaluated the terms of the Warrant Agreement entered into in connection with the Companys IPO and concluded that the Companys Warrants include provisions that, based on ASC
815-40, preclude the Warrants from being classified as components of equity. The Warrants are not eligible for an exception from derivative accounting, and therefore should be classified as a liability measured at fair value, with changes in fair value reported each period in earnings.
The Companys management and the audit committee of the Companys Board of Directors concluded that it is appropriate to restate all of the Companys previously issued audited financial statements to reflect these Warrants as a liability, with subsequent changes in their fair value recorded as income or expense in the statements of operations for all periods since issuance.
### Effects of Restatement
As a result of the factors described above, the Company has included in this Amendment: (i)certain restated items on the previously issued balance sheet dated as of December21, 2020, the date that the IPO closed, that were previously reported on a Current Report on Form
8-K filed with the SEC on December29, 2020 (the IPO Closing
8-K), and (ii)restated financial statements as of December31, 2020 and for the period from October20, 2020 through December31, 2020 that were previously reported on the Original
10-K, to restate the following non-cash items: understatement of liabilities and overstatement of ClassA ordinary shares subject to possible redemption by approximately $21.4million and $21.6million as of December21, 2020 and December31, 2020, respectively; understatement of additional paid-in capital and accumulated deficit by approximately $1.0million as of December31, 2020; understatement of net loss by approximately $1.0million for the period from October20, 2020 through December31, 2020; and understatement of basic and diluted net loss per share, non-redeemable ordinary shares of $0.10 for the period from October20, 2020 through December31, 2020.
### Items Amended in the Form 10-K/A
The following items are amended in this Amendment: (i)Part I, Item 1A. Risk Factors; (ii)Part II, Item 7. (iii)Part II, Item 8. and (iv)Part IV, Item 15.<|endoftext|>They are known at such time.
Item12.
The following table sets forth information regarding the beneficial ownership of our common stock as of March23, 2021 by: each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
10-K.
The beneficial ownership of our common stock is based on 37,500,000 shares of common stock issued and outstanding as of March23, 2021, consisting of 30,000,000 shares of ClassA common stock and 7,500,000 shares of ClassB common stock.
(1)
(2)
Does not include 4,000,000 shares of ClassA Common Stock underlying private placement warrants that may not become exercisable within 60 days of the date hereof.
(3) dMY Sponsor III, LLC is the record holder of the shares of common stock reported herein.
(4)
According to a Schedule 13G filed with the SEC on November13, 2020, on behalf of BlueCrest Capital Management Limited (the Investment Manager), which serves as an investment manager to Millais Limited (the Fund), and Michael Platt, who serves as principal, director, and control person of the Investment Manager, each of which may be deemed the beneficial owner wwith respect to certain of the reported shares shown above. Millais USA LLC acts as sub-investment manager of the Fund. The business address of this stockholder is Ground Floor, Harbour Reach, La Rue de Carteret, St Helier, Jersey, Channel Islands, JE2 4HR.
(5)
According to a Schedule 13G filed with the SEC on February8, 2021, on behalf of Polar Asset Management Partners Inc (Polar). The business address of Polar is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada.
Item13.
### Founder Shares
On September14, 2020, our Sponsor purchased 7,187,500 founder shares for an aggregate price of $25,000, or approximately $0.003 per share.
Notwithstanding the foregoing, if the closing price of shares of the ClassA common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading day period commencing at least 150 days after the initial business combination, the founder shares will be released from the lockup.
On November17, 2020, simultaneously with the consummation of the initial public offering, we consummated the private placement of 4,000,000 private placement warrants at a price of $2.00 per private placement warrant to the Sponsor, generating proceeds of $8,000,000.
If we do not complete a business combination by November17, 2022, the private placement warrants will expire worthless.
### Related Party Loans
On September14, 2020, the Sponsor agreed to loan the Company an aggregate of up to $200,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the Note). As of December31, 2020, the Company has approximately $31,000 outstanding under the Note.
The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders discretion, up to $1.5million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $2.00 per warrant. As of September30, 2020, the Company had no borrowings under the Working Capital Loans.
### Item14.
Audit Fees
The aggregate fees billed by WithumSmith+Brown, PC for audit fees, inclusive of required filings with the SEC for the period from September14, 2020 (inception) through December31, 2020, and of services rendered in connection with our initial public offering, totaled $95,790.
### Audit-Related Fees
We did not pay WithumSmith+Brown, PC any audit-related fees during the period from September14, 2020 (inception) through December31, 2020.
### Tax Fees
We did not pay WithumSmith+Brown, PC any tax fees during the period from September14, 2020 (inception) through December31, 2020.
All Other Fees
We did not pay WithumSmith+Brown, PC any other fees during the period from September14, 2020 (inception) through December31, 2020.
### PART IV
Item15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
### EXPLANATORY NOTE
Wrap Technologies, Inc. (the
Company
) is filing this Amendment No. 1 on Form 10-K/A
(this
Amendment No. 1
) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, originally filed with the
SEC
) on March 4, 2021 (the
### Original Form 10-K
) to amend Part II, Item 9A - Controls and Procedures, solely to provide managements report on internal control over financial reporting which concluded that the Companys internal control over financial reporting was effective as of December 31, 2020.
1 an amended Part IV, Item 15 to include currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Companys principal executive officer and principal financial officer. 1.
1 does not amend, modify or update the information in, or exhibits to, the Original Form 10-K. 1 does not change any previously reported financial results nor does it reflect events occurring after the filing of the Original Form 10-K. This Amendment No. 1 should be read in conjunction with the Original Form 10-K and with the Companys other filings made with the SEC subsequent to the filing of the Original Form 10-K.
PA
RT II
### ITEM 9A. CONTROLS AND PROCEDURES.
We are required to maintain disclosure controls and procedures designed to ensure that material information related to us, is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Our disclosure controls and procedures are also designed to ensure that information required to be disclosed in our Exchange Act reports is accumulated and communicated to management, including our interim Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.
Our management, with the participation of our interim Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2020 and, based on this evaluation, our interim Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at the reasonable assurance level.
We are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of GAAP.
With our participation, an evaluation of the effectiveness of our internal control over financial reporting was conducted as of December 31, 2020, based on the framework and criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our interim Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was effective as of December 31, 2020.
There have been no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Our process for evaluating controls and procedures is continuous and encompasses constant improvement of the design and effectiveness of established controls and procedures and the remediation of any deficiencies, which may be identified during this process.
PA
RT IV
ITEM 15.
* Previously filed.
+ Management contract or compensatory plan or arrangement.<|endoftext|>8-K filed with the SEC on June 7, 2018.
10.26
Amendment to Security Agreement with ScanSource, Inc. dated September 7, 2018, incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed with the SEC on September 20, 2018.
10.27
Amendment to Pledge and Security Agreement with ScanSource, Inc. dated September 7, 2018, incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K filed with the SEC on September 20, 2018.
10.28
Prepayment Agreement with ScanSource, Inc. dated September 7, 2018, incorporated by reference to Exhibit 10.3 of the Companys Current Report on Form 8-K filed with the SEC on September 20, 2018.
10.29
Amendment #9 to Trade Credit Extension Letter with ScanSource, Inc. dated September 7, 2018, incorporated by reference to Exhibit 10.4 of the Companys Current Report on Form 8-K filed with the SEC on September 20, 2018.
10.30
Amendment #6 to Secured Promissory Note with ScanSource, Inc. dated September 7, 2018 (the Modified Note), incorporated by reference to Exhibit 10.5 of the Companys Current Report on Form 8-K filed with the SEC on September 20, 2018.
10.31
HTS Purchase Agreement, dated October 5, 2018, by and between the Company, Walefar Investments, Ltd. and Campbeltown Consulting, Ltd. incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed with the SEC on October 11, 2018.
10.32
Convertible Promissory Note issued to Walefar Investments, Ltd. and Campbeltown Consulting, Ltd., incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K filed with the SEC on October 11, 2018.
10.33
Form of Securities Purchase Agreement, dated April 4, 2019, incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed with the SEC on April 9, 2019.
10.34
Letter Agreement with Shai Lustgarten, incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on September 9, 2019.
10.35
Letter Agreement with Carlos J. Nissensohn, incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed with the SEC on September 9, 2019.
10.36
Neev Nissenson Employment Agreement, incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K filed with the SEC on September 9, 2019.
10.37
Asset Purchase Agreement, dated February 28, 2020, incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on March 4, 2020.
10.38
Shai Lustgarten Employment Agreement, dated as of February 27, 2020, incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed with the SEC on March 4, 2020.
10.39
Consulting Agreement, dated as of February 27, 2020, incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed with the SEC on March 4, 2020.
10.40
Asset Purchase Agreement on February 28, 2020, incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on March 4, 2020.
10.41
Employment Agreement with Shai Lustgarten on September, 2019, incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on September 9, 2019.
10.42
Consulting Agreement with Carlos J. Nissensohn on September, 2019, incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed with the SEC on September 9, 2019.
10.43
2020 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on September 4, 2020.
21.1*
23.1*
31.1*
Certification of our Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of our Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certification of our Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
* Filed herewith.
ITEM 16. NONE.<|endoftext|>Agreement dated February 22, 2021(incorporated by reference to Exhibit2.1 to the Current Report on Form8-K filed with the Securities& Exchange Commission on February 22, 2021)
3.1
Amended& Restated Certificate of Incorporation (incorporated by reference to Exhibit3.1 to the Current Report on Form8-K filed with the Securities& Exchange Commission on December7, 2020)
4.1
Specimen Unit Certificate (incorporated by reference to Exhibit4.1 to the Registration Statement on FormS-1/A filed with the Securities& Exchange Commission on November25, 2020)
4.2
Specimen Common Stock Certificate (incorporated by reference to Exhibit4.2 to the Registration Statement on FormS-1/A filed with the Securities& Exchange Commission on November25, 2020)
4.3
Specimen Warrant Certificate (incorporated by reference to Exhibit4.3 to the Registration Statement on FormS-1/A filed with the Securities& Exchange Commission on November25, 2020)
4.4
Warrant Agreement, dated December1, 2020 between Continental Stock Transfer& Trust Company and the Registrant. (incorporated by reference to Exhibit4.1 to the Current Report on Form8-K filed with the Securities& Exchange Commission on December7, 2020)
10.1
Letter Agreements, dated December1, 2020, among the Registrant and each of the initial stockholders, officer and directors of Registrant (incorporated by reference to Exhibit10.1 to the Current Report on Form8-K filed with the Securities& Exchange Commission on December7, 2020)
10.2
Promissory Note in the principal amount of $50,000 dated September24, 2020 (incorporated by reference to Exhibit10.2 to the Registration Statement on FormS-1/A filed with the Securities& Exchange Commission on November25, 2020)
10.3
Investment Management Trust Agreement, dated December1, 2020, between Continental Stock Transfer& Trust Company and the Registrant. (incorporated by reference to Exhibit10.2 to the Current Report on Form8-K filed with the Securities& Exchange Commission on December7, 2020)
10.4
Registration Rights Agreement, dated December1, 2020, among the Registrant and each of the initial stockholders, officer and directors of Registrant (incorporated by reference to Exhibit10.3 to the Current Report on Form8-K filed with the Securities& Exchange Commission on December7, 2020)
10.5
Administrative Support Agreement, dated December1, 2020, among the Registrant and the Initial Stockholders and Oppenheimer& Co. Inc.. (incorporated by reference to Exhibit10.4 to the Current Report on Form8-K filed with the Securities& Exchange Commission on December7, 2020)
10.6
Indemnity Agreement, dated December1, 2020, among the Registrant and each of the initial stockholders, officer and directors of Registrant (incorporated by reference to Exhibit10.5 to the Current Report on Form8-K filed with the Securities& Exchange Commission on December7, 2020)
10.7
Private Placement Warrants Subscription Agreement, dated December1, 2020, among the Registrant and the Sponsor (incorporated by reference to Exhibit10.6 to the Current Report on Form8-K filed with the Securities& Exchange Commission on December7, 2020)
10.8
Subscription Agreement, dated December1, 2020, between the Registrant and the Sponsor (incorporated by reference to Exhibit10.7 to the Current Report on Form8-K filed with the Securities& Exchange Commission on December7, 2020)
Formof Code of Ethics (incorporated by reference to Exhibit14 to the Registration Statement on FormS-1/A filed with the Securities& Exchange Commission on November25, 2020)
99.1
Formof Audit Committee Charter (incorporated by reference to Exhibit99.1 to the Registration Statement on FormS-1/A filed with the Securities& Exchange Commission on November25, 2020)
99.2
Formof Compensation Committee Charter (incorporated by reference to Exhibit99.2 to the Registration Statement on FormS-1/A filed with the Securities& Exchange Commission on November25, 2020)
99.3
Formof Nominating Committee Charter (incorporated by reference to Exhibit99.3 to the Registration Statement on FormS-1/A filed with the Securities& Exchange Commission on November25, 2020) | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Duty they apply to their general responsibilities as a committee of the Board of Directors and as individual directors.
ITEM 14:
Audit Fees
The following table sets forth fees billed to us by our independent registered public accounting firm during the years ended December 31, 2020 and 2019 for: (i) services rendered for the audit of our annual financial statements, review of our quarterly financial statements, and other services normally provided in connection with statutory and regulatory filing requirements; (ii) services by our independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as Audit Fees; (iii) services rendered in connection with tax compliance, tax advice and tax planning; and (iv) all other fees for services rendered.On June 18, 2020, the Audit Committee of the Company approval the dismissal of Mayer Hoffman McCann P.C. (MHM) as the Companys independent registered public accounting firm, and appointed BDO USA, LLP (BDO) as the Companys new independent registered public accounting firm.
### BDO fees summarized below:
MHM fees summarized below:
(1)
Includes fees associated with the annual audit of our financial statements and internal control over financial reporting, the review of our interim financial statements, and for services normally provided in connection with statutory and regulatory filing requirements, including fees associated with review of registration statements and providing consents and comfort letters.
(2)
Includes fees associated with the preparation of the Company's income tax returns and other tax related consulting.
(3)
Includes fees associated with Sarbanes-Oxley Act of 2002 and technical accounting consulting, including adoption of new accounting guidance.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
The Audit Committee approves in advance all audit and permitted non-audit services that may be performed by our principal independent registered public accounting firm. Unless a type of service to be provided by our independent registered public accounting firm has received general pre-approval, it will require specific pre-approval by the Audit Committee. The Audit Committee periodically reviews and revises the list of pre-approved services. The Audit Committee delegates certain pre-approval authority to its chairperson, whose activities are reported to the Audit Committee at each regularly scheduled meeting. All fees to our principal independent registered public accounting firm reported in the table above under the headings Audit Fees and Audit-Related Fees, and Tax Fees and All Other Fees, for the years ended December 31, 2020 and 2019 were approved by the Audit Committee before the respective services were rendered, which concluded that the provision of such services was compatible with the maintenance of the independence of the firm providing those services in the conduct of its auditing functions.
MHM has advised the Company that substantially all MHM's personnel, who work under the control of MHMs shareholders, are employees of wholly-owned subsidiaries of CBIZ, Inc., which provides personnel and various services to MHM in an alternative practice structure. Accordingly, substantially all of the hours expended on MHMs engagement to audit the Companys financial statements for the fiscal year ended December 31, 2019, were attributed to work performed by persons other than MHMs full-time, permanent employees.
PART IV
ITEM 15:
Exhibits
The following exhibits are attached hereto or incorporated herein by reference.
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification by CEO pursuant to Section 906 of the Sarbanes-Oxley Act of2002
32.2
Certification by CFO pursuant to Section 906 of the Sarbanes-Oxley Act of2002<|endoftext|>Loan and Security Agreement, dated as of December10, 2020, by and among the Borrower, the Company, as initial servicer, Alter Domus (US) LLC, as administrative agent and the lenders from time to time party thereto.(13)
10.15
First Tier Receivables Purchase and Sale Agreement, dated as of December17, 2020, by and among Parent SPE, and certain other indirect, wholly-owned subsidiaries of the Company listed therein, and the Company, as initial servicer. (13)
10.16
Second Tier Receivables Purchase and Sale Agreement, dated as of December17, 2020, by and among, the Borrower, the Parent SPE and the Company, as initial servicer, pursuant to which the Parent SPE has sold or contributed and will sell or contribute to the Borrower certain receivables and related assets in consideration for a combination of cash and equity in the Borrower SPE(13)
10.17
Sub-Servicing Agreement, dated as of December17, 2020, by and among the Company, as initial servicer, and BancTec,Inc., SourceHOV, LLC, Economic Research Services,Inc., Exela Enterprise Solutions,Inc., SourceHOV Healthcare,Inc., United Information Services,Inc., HOV Enterprise Services,Inc., HOV Services,Inc., HOV Services, LLC, J&B Software,Inc., Novitex Government Solutions, LLC, Regulus Group II LLC, Regulus Group LLC, Regulus Integrated Solutions LLC, SourceCorp BPSInc., Sourcecorp Management,Inc., as sub-servicers.(13)
10.18
Pledge and Guaranty Agreement, dated as of December10, 2020, between Parent SPE and Alter Domus (US)LLC.(13)
10.19
Performance Guaranty, dated as of December17, 2020, between the Company, as performance guarantor, and Alter Domus (US) LLC, as the administrative agent.(13)
21.1
### Subsidiaries of Exela Technologies
Inc.
(15)
Filed
23.1
### Consent of KPMG LLP (15)
Filed
31.1
Certification of the Principal Executive Officer required by Rule
13a-14(a) and Rule
### Filed
Exhibit
No.
### Description
Filed or
### Furnished
Herewith
31.2
Certification of the Principal Financial and Accounting Officer required by Rule
13a-14(a) and Rule
Filed
32.1
Certification of the Principal Executive Officer required by 18 U.S.C. Section
(15)
Furnished
32.2
Certification of the Principal Financial and Accounting Officer required by 18 U.S.C. Section
(15)
Furnished
101.INS
XBRL Instance Document
(15)
Filed
101.SCH
(15)
Filed
101.CAL
(15)
Filed
101.DEF
(15)
Filed
101.LAB
(15)
Filed
101.PRE
(15)
### Filed
Cover Page
Interactive Data File (embedded within the Inline XBRL document and included in Exhibit
101)
(1)
Incorporated by reference to the Registrants Registration Statement on Form S-1 (SEC File No. 333-198988).
(2)
Incorporated by reference to the Registrants Current Report on Form 8-K filed on February 22, 2017.
(3)
Incorporated by reference to the Registrants Current Report on Form 8-K, filed on June 21, 2017.
(4)
Incorporated by reference to the Registrants Current Report on Form 8-K, filed on July 18, 2017.
(5)
Incorporated by reference to the Registrants Current Report on Form 8-K, filed on December 21, 2017.
(6)
Incorporated by reference to the Registrants Current Report on Form 8-K, filed on July 17, 2018.
(7)
Incorporated by reference to the Registrants Current Report on Form 8-K, filed on April 17, 2019.
(8)
Incorporated by reference to the Registrants Quarterly Report on Form 10-Q, filed on May 10, 2019.
(9)
Incorporated by reference to the Registrants Quarterly Report on Form 10-Q, filed on November 12, 2019.
(10)
Incorporated by reference to the Registrants Current Report on Form 8-K, filed on March 17, 2020.
(11)
Incorporated by reference to the Registrants Current Report on Form 8-K, filed on May 21, 2020.
(12)
Incorporated by reference to the Registrants Quarterly Report on Form 10-Q, filed on August 10, 2020.
(13)
Incorporated by reference to the Registrants Current Report on Form 8-K, filed on December 17, 2021.
(14)
Incorporated by reference to the Registrants Current Report on Form 8-K, filed on January 25, 2021.
(15)
Incorporated by reference to the Registrants 10-K filed on March 22, 2021<|endoftext|>Rice Acquisition Corp.s Class A common stock are redeemed, repurchased, or otherwise acquired by Rice Acquisition Corp., including in connection with the exercise of redemption rights by holders of our public shares, Opco shall redeem, repurchase or otherwise acquire an equal number of Opco Units held by Rice Acquisition Corp., upon the same terms and for the same price, as the shares of our Class A common stock are redeemed, repurchased or otherwise acquired.
Other Transactions With Our Sponsor and Atlas Point Fund
As more fully discussed in the section of this Report titled if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity.
Commencing on the date that our securities were first listed on the NYSE, we began to pay our sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative services.
After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials (as applicable) furnished to our stockholders.
We will enter into a registration rights agreement with respect to the private placement warrants, the warrants issuable upon conversion of working capital loans (if any) and the shares of our Class A common stock issuable upon exercise of the foregoing and upon exchange of the founder shares, which is described under the heading Description of Securities Registration Rights.
### Related Party Policy
In addition, our audit committee, pursuant to a written charter that was adopted prior to the consummation of our initial public offering, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions.
To further minimize conflicts of interest, we will not consummate an initial business combination with an entity that is affiliated with any of our sponsor, officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view.
Item 14.
Audit Fees. The aggregate fees billed by Withum for audit fees, inclusive of required filings with the SEC for the period from September 1, 2020 (inception) through December 31, 2020, and of services rendered in connection with our initial public offering, totaled $66,435.
Audit-Related Fees. We did not pay Withum any audit-related fees during the period from September 1, 2020 (inception) through December 31, 2020.
Tax Fees. We did not pay Withum any tax fees during the period from September 1, 2020 (inception) through December 31, 2020.
All Other Fees. We did not pay Withum any other fees during the period from September 1, 2020 (inception) through December 31, 2020.
### Pre-Approval Policy
PART IV
Item 15.
(a)
(1)
Financial Statements: Our consolidated financial statements are listed in the Index to Consolidated Financial Statements on page F-1.
(2)
Financial Statement Schedules: None.
(3)
### Exhibits
Copies of such material can also be obtained on the SEC website at www.sec.gov.
*
Filed herewith
**
Furnished herewith
(1)
Incorporated by reference to the registrants Current Report on Form 8-K, filed with the SEC on October 21, 2020.
(2)
Incorporated by reference to the registrants Registration Statement on Form S-1, filed with the SEC on October 15, 2020.
(3)
Incorporated by reference to the Original Filing (the registrants Annual Report on Form 10-K, filed with the SEC on March 30, 2021).
Item 16.
### Form 10-K Summary
Not applicable. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Plan (incorporated by reference to Exhibit 10.31 to the registrants Annual Report on Form 10-K filed May 31, 2016)
10.14
Form of Employee Restricted Stock Unit Award Agreement under Thermon Group Holdings, Inc. Amended and Restated 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.32 to the registrants Annual Report on Form 10-K filed May 31, 2016)
10.15
Amended and Restated 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the registrants Quarterly Report on Form 10-Q filed August 6, 2020)
10.16
Form of Employee Relative TSR Performance Stock Unit Award Agreement under the Thermon Group Holdings, Inc. Amended and Restated 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the registrants Quarterly Report on Form 10-Q filed August 6, 2020)
10.17
Form of Employee Adjusted EBITDA Performance Stock Unit Award Agreement under the Thermon Group Holdings, Inc. Amended and Restated 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the registrants Quarterly Report on Form 10-Q filed August 6, 2020)
10.18
Form of Employee Stock Option Award Agreement under the Thermon Group Holdings, Inc. Amended and Restated 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to the registrants Quarterly Report on Form 10-Q filed August 6, 2020)
10.19
Thermon Manufacturing Company Deferred Compensation Plan, effective as of July 1, 2016 (incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form 8-K filed June 21, 2016)
10.20
Thermon Group Holdings, Inc. Executive Severance Plan, effective as of March 6, 2020 (incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form 8-K filed March 11, 2020)
10.21
Transition and Consulting Agreement and General Release, dated December 11, 2020, between Jay Peterson and Thermon Group Holdings, Inc. (incorporated by reference to Exhibit 10.1 of the registrants Quarterly Report on Form 10-Q filed February 4, 2021)
10.22*
2020 Long-Term Incentive Plan*
21.1*
Subsidiaries of Thermon Group Holdings, Inc.
23.1*
Consent of KPMG LLP
31.1*
Certification of Bruce Thames, Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Kevin Fox, Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certification of Bruce Thames, Chief Executive Officer pursuant to 18 U.S.C.
32.2*
Certification of Kevin Fox, Chief Financial Officer pursuant to 18 U.S.C.
101*
Interactive Data Files Pursuant to Rule405 of Regulation S-T: (i)Consolidated Balance Sheets, (ii) (Loss), (iii) Consolidated Statements of Shareholders'/Members' Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements
104*
+The schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request.
Management contract and compensatory plan or arrangement
*Filed herewith
### ITEM 16. FORM 10-K SUMMARY
None.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the registrants and in the capacities and on the date indicated.
### Date
Title
Signatures
### May 27, 2021
By:
/s/ Bruce Thames
(Principal Executive Officer); Director
### Bruce Thames
May 27, 2021
Chief Financial Officer, Senior Vice President
By:
/s/ Kevin Fox
### Kevin Fox
May 27, 2021
Chairman of the Board
By:
/s/ John T. Nesser III
### John T. Nesser III
May 27, 2021
Director
By:
/s/ John U. Clarke
### John U. Clarke
May 27, 2021
Director
By:
/s/ Linda Dalgetty
### Linda Dalgetty
May 27, 2021
Director
By:
/s/ Roger L. Fix
### Roger L. Fix
May 27, 2021
Director
By:
/s/ Marcus J. George
### Marcus J. George
May 27, 2021
Director
By:
/s/ Kevin J. McGinty
Kevin J. McGinty<|endoftext|>PART I
ITEM 1.
### BUSINESS
Sangui BioTech, Inc. (the Company or SGBI).
business operations.
KG (Sangui KG).
### Business of the Company
### Products of the Company
Artificial Oxygen Carriers
### Chitoskin Wound Pads
KG (Sangui KG).
1. Hemoglobin-Hyperpolymers
2. Wound Management
Research and Development
### Government Regulation
### Competition
of San Diego, California.
### Human Resources
Dividends
ITEM 1A.
### RISK FACTORS
Sangui.
### Licenses and Consents
Technological Factors
See Business above.
Future capital requirements;
Dependence on others;
See Business above.
### C Corporation tax status
### Conflicts of Interest; Related Party Transactions
Market Acceptance
Government Regulation;
### Intense Competition
U.S.
Risk of Product Liability;
### Risk of Product Recall; Product Returns
Trading and limited market
### No dividends
### Penny stock regulations
ITEM 2.
### PROPERTIES
ITEM 3.
### LEGAL PROCEEDINGS
P
ART II
ITEM 5.
### Market Information
### Holders
Dividends
[1]
No underwriters were used.
ITEM 6.
### SELECTED FINANCIAL DATA
ITEM7.
### Revenue Recognition
### Type of Revenue
### Research and Development
### Use of estimates
Going concern
### FINANCIAL POSITION
REVENUES.
RESEARCH AND DEVELOPMENT.
OTHER OPERATING EXPENSES.
OTHER INCOME (EXPENSE).
NET LOSS.
ITEM 7A.
ITEM 8.
AND
June 30, 2020 and 2019
### Page
### June 30, 2020 and 2019
June 30, 2020 and 2019
### Basis for Opinion
### Salt Lake City, UT
September 30, 2020
KG (Sangui KG). , with Sangui BioTech GmbH as the general partner (owing 99.8%) and Sastomed GmbH as a limited partner (owning 0.2%).
### Going Concern
The consolidated financial statements include the accounts of , its 90% owned foreign subsidiary, Sangui BioTech GmbH and its 99.8% owned foreign subsidiary, Sangui KG.
F
### Use of Estimates
Risks and Uncertainties
### Financial Instruments
Pursuant to ASC 820,
### Level 1
Level 2
### Level 3
F
Foreign Currency Matters
Property and Equipment
F
### Revenue Recognition
### Type of Revenue
Inventory
F
### Income Taxes
### Research and Development
F
### Comprehensive Loss
ASC 280, "Disclosures about Segments of an Enterprise and Related Information." establishes standards for the way public companies report information about segments of their business in their annual financial statements and requires them to report selected segment information in their quarterly reports issued to stockholders.
ASU No. ASU No. and ASU No.
F
ASC Topic 842).
### License Agreement
F
SastoMed selling prices).
KG (Sangui KG).
The license fee is
Related Party Loans Payable
F
Preferred Stock
F
### Common Stock
Common Stock Issuances
### Stock Options
Treasury Shares
F
Indemnities and Guarantees
### Leases
F
### License Agreement
F
### NOTE 9 SUBSEQUENT EVENTS
F
ITEM 9.
None.
ITEM 9A.
### CONTROLS AND PROCEDURES
and
ITEM 9B.
### OTHER INFORMATION
PART III
ITEM 10.
The following table sets forth the names and ages of the current directors and executive officers of , their principal offices and positions and the date each such person became a director or executive officer.
### Significant Employees
Directorships
### Family Relationships
1.
2.
3.
ii.
or iii.
4.
5.
6.
7.
or ii.
or iii.
or
8.
None.
None.
### Code of Ethics
ITEM 11.
Summary Compensation Table
(1)
(2)
(3)
Other Contracts
None.
ITEM 12.
### Changes in Control
ITEM 13.
### Parents
Not applicable.
Not applicable.
### Director Independence
ITEM 14.
(a)
### Audit Fees
(b)
### Audit-Related Fees
(c)
### Tax Fees
(d)
### All Other Fees
None.
PART IV
ITEM 15.
(a) Index to Exhibits
Notes:
(1)
(2)<|endoftext|>Team, to provide additional individuals to allow for segregation of duties in the preparation and review of schedules, calculations, and journal entries that support financial reporting, to provide oversight, structure and reporting lines, and to provide additional review over our disclosures; b.
We enhanced our controls to improve the preparation and review over complex accounting measurements, and the application of GAAP to significant accounts and transactions, and our financial statement disclosures; and, c.
We engaged outside consultants to assist us in our evaluation of the design, implementation, and documentation of internal controls that address the relevant risks, and that provide for appropriate evidence of performance of our internal controls (including completeness and accuracy procedures).
Our remediation activities are ongoing during 2021. In addition to the above actions, we expect to engage in additional activities, including, but not limited to: a.
Adding more technical accounting resources to enhance our control environment; b.
Until we have sufficient technical accounting resources, engaging external consultants to provide support and to assist us in our evaluation of more complex applications of GAAP, and to assist us with documenting and assessing our accounting policies and procedures; and, c.
Engaging outside consultants to assist us in providing technical Sarbanes-Oxley Act training to individuals throughout the organization that are responsible for executing internal controls.
Under the direction of the audit committee of the board of directors, management will continue to take measures to remediate the material weakness in 2021. As such, we will continue to enhance corporate oversight over process-level controls and structures to ensure that there is appropriate assignment of authority, responsibility, and accountability to enable remediation of our material weakness. We believe that our remediation plan will be sufficient to remediate the identified material weakness and strengthen our internal control over financial reporting.
We believe the corrective actions and controls need to be in operation for a sufficient period for management to conclude that the control environment is operating effectively and has been adequately tested through audit procedures. Therefore, the material weakness has not been remediated as of the date of this report.
As we continue to evaluate, and work to improve, our internal control over financial reporting, management may determine that additional measures to address control deficiencies or modifications to the remediation plan are necessary.
### Not applicable
The Company is in the process of implementing certain changes in its internal controls to remediate the material weakness described above. Except as noted above, no change to our internal control over financial reporting occurred during the year ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
### Item 9B. Other Information
Not applicable.
PART III
Item 10.
### Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters
Item 13.
### Item 14.
PART IV
Item 15.
The following documents are filed as a part of the report:
(1) The financial statements filed as part of this report are listed in the Index to Financial Statements under Part II, Item 8.
(2) Financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and accompanying notes included in this Form 10-K.
__________
Certain exhibits and schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby agrees to furnish a copy of any omitted exhibits or schedules to the Commission upon request
** Filed herewith
*** Furnished herewith
### Item 16. Form 10-K Summary
None | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
### LIST OF EXHIBITS
ItemNo.
Exhibit
3.1(1)
3.2(2)
Amended and Restated Bylaws.
4.1(3)
Description of Capital Stock of Natures Sunshine Products, Inc.
10.1(4)*
Tax Deferred Retirement Plan, Restated January1, 2012.
10.2(5)*
Supplemental Elective Deferral Plan, as Amended effective as of January1, 2008.
10.3(7)
2009 Stock Incentive Plan.
10.4(6)*
Formof Award Agreement (2009 Stock Incentive Plan).
10.5(7)*
Employment Agreement, dated January 1, 2015, by and between the Company and Gregory L. Probert.
10.6(8)*
Stock Option Agreement, dated June16, 2011, by and between the Company and Gregory L. Probert.
10.7(9)
2012 Stock Incentive Plan and Amendment No. 1 to 2012 Stock Incentive Plan.
10.8(9)*
Formof Award Agreement (2012 Stock Incentive Plan).
10.9(10)*
Amended and Restated Employment Agreement, dated March 31, 2020, by and between the Company and Joseph W. Baty.
10.10(11) *
Amended and Restated Employment Agreement, dated March 31, 2020, by and between the Company and Bryant J. Yates.
10.11 (12)*
Consulting Service Agreement, dated September 25, 2018, between the Company and Gregory L. Probert.
10.12 (13)*
Letter Agreement, dated September 25, 2018, between the Company and Gregory L. Probert.
10.13 (14)*
Executive Agreement, dated September 14, 2018, between the Company and Terrence Moorehead.
10.14 (15)*
Amendment to Executive Agreement, dated October 19, 2018, between the Company and Terrence Moorehead.
10.15 (17)
Stockholder Agreement dated June 26, 2014, between Natures Sunshine Products, Inc. and Shanghai Fosun Pharmaceutical (Group) Co., Ltd.
21(16)
23.1(16)
31.1(3)
Certification of Chief Executive Officer pursuant to Rule13a-14(a)under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2(3)
Certification of Chief Financial Officer pursuant to Rule13a-14(a)under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1(16)
1350.
32.2(16)
1350.
101.INS (16)
101.SCH(16)
101.CAL(16)
101.LAB(16)
101.PRE(16)
101.DEF(16)
(1)
Previously filed as Exhibit 3.1 to the Annual Report on Form 10-K filed on March 16, 2018, and is incorporated herein by reference.
(2)
(3)
Filed herewith.
(4)
Previously filed as Exhibit 10.1 to the Annual Report on Form 10-K filed on March 13, 2015, and is incorporated herein by reference.
(5)
Previously filed as Exhibit 10.2 to the Annual Report on Form 10-K filed on March 14, 2016, and is incorporated herein by reference.
(6)
Previously filed as Appendix C to the Registrants Proxy Statement filed on October19, 2009, and is incorporated herein by reference.
(7)
Previously filed as Exhibit 10.1 to the Current report on Form 8-K filed on February 19, 2015, and is incorporated herein by reference.
(8)
Previously filed as Exhibit 10.2 to the Current report on Form 8-K filed on June 22, 2011, and is incorporated herein by reference.
(9)
Previously filed as Exhibit 10.1 to the Current Report on Form8-K filed on January15, 2015, and is incorporated herein by reference.
(10)
Previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 7, 2020, and is incorporated herein by reference.
(11)
Previously filed as Exhibit 10.2 to the Annual Report on Form 10-K filed on April 7, 2020, and is incorporated herein by reference.
(12)
Previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed on September 26, 2018, and is incorporated herein by reference.
(13)
Previously filed as Exhibit 10.2 to the Current Report on Form 8-K filed on September 26, 2018, and is incorporated herein by reference.
(14)
Previously filed as Exhibit 10.3 to the Current Report on Form 8-K filed on September 26, 2018, and is incorporated herein by reference.
(15)
Previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed on October 24, 2018, and is incorporated herein by reference.
(16)
(17)
Previously filed as Exhibit 10.2 to the Current Report on Form 8-K filed on July 2, 2014, and is incorporated herein by reference.
*
Management contract or compensatory plan.<|endoftext|>Aspirational Consumer Lifestyle Corp. 1 on Form 10-K/A (the Amendment) to amend and restate certain items in its Annual Report on Form 10-K as of December 31, 2020 and for the period from July 7, 2020 (inception) through December 31, 2020, originally filed with the U.S. Securities and Exchange Commission (the SEC) on March 15, 2021 (the Original 10-K).
On May 4, 2021, after consultation with Marcum LLP, the Companys independent registered public accounting firm (the Independent Accountants), the Companys management and the audit committee of the Companys Board of Directors (the Audit Committee) concluded that it is appropriate to restate (i) certain items on the Companys previously issued audited balance sheet dated as of September 25, 2020, which were included in the Company's Current Report on Form 8-K filed with the SEC on October 1, 2020 (the IPO Closing 8-K), (ii) the Company's previously issued unaudited financial statements as of September 30, 2020 and for the period from July 7, 2020 (inception) to September 30, 2020, which were included in the Company's Quarterly Report on Form 10-Q for such period filed with the SEC on November 16, 2020 (the 2020 Q3 Quarterly Report), and (iii) the Companys previously issued audited financial statements as of December 31, 2020 and for the period from July 7, 2020 (inception) December 31, 2020, which were included in the Original 10-K.
The restatement related to consideration of the factors in determining whether to classify contracts that may be settled in an entitys own stock as equity of the entity or as an asset or liability. As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 7,991,544 redeemable warrants (the Public Warrants) that were included in the units issued by the Company in its initial public offering (the IPO) and (ii) the 4,529,950 redeemable warrants that were issued to the Companys sponsor in a private placement that closed concurrently with the closing of the IPO (together with the Public Warrants, the Warrants).
### Fair Value Measurement
Effects of Restatement
As a result of the factors described above, the Company has included in this Amendment: (i)certain restated items on the previously issued balance sheet dated as of September 25, 2020, the date that the IPO closed, that were previously reported in the IPO Closing 8-K, (ii) restated financial statements as of September 30, 2020 and for the period from July 7, 2020 (inception) to September 30, 2020, that were previously reported in the 2020 Q3 Quarterly Report and (iii)restated financial statements as of December 31, 2020 and for the period from July 7, 2020 (inception) through December 31, 2020 that were previously reported in the Original 10-K, to restate the following items: understatement of liabilities and overstatement of temporary equity by $13,679,333, $13,277,000 and $13,272,784 as of September 25, 2020, September 30, 2020 and December 31, 2020, respectively; understatement of net loss by $108,648 and $104,432 for the period from July 7, 2020 (inception) through September 30, 2020 and July 7, 2020 (inception) through December 31, 2020; and understatement of basic and diluted net loss per share, non-redeemable ordinary shares of $0.02 and $0.01 for the period from July 7, 2020 (inception) through September 30, 2020 and July 7, 2020 (inception) through December 31, 2020.
The SEC rules define a material weakness over financial reporting as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a registrants financial statements will not be prevented, or detected and corrected on a timely basis. Due solely to the events that led to the restatement described above, we have concluded that we have an additional defined material weakness in our internal controls over financial reporting. For a discussion of managements consideration of the Companys material weaknesses, see Item 9A.
Items Amended
Risk Factors; (ii) Part II, Item 7. (iii) Part II, Item 8. (iv) Part II, Item 9A. Controls and Procedures; and (v) Part IV, Item 15.<|endoftext|>Been no compensation awarded to, earned by, or paid to the named executive officer or director other than the CFOs wage. There is no compensation to the executive officers planned for the next year. Such compensations will be brought to discussion in next board meeting.
### Employment Agreements
As of July 31, 2020, all employees and officers in China have entered into employment agreements with the Companys subsidiaries. However, the Company has not entered into employment agreements with any of its executive officers in the US as of July 31, 2020.
Anticipated Officer and Director Remuneration
Except for the monthly wage paid to the CFO, the Company has not to date paid any other compensation owed to any officer or director as of date hereto. The Company intends to begin to pay annual salaries to all its officers and will pay an annual stipend to its directors when, and if, it completes a primary public offering for the sale of securities and/or the Company reaches profitability, experiences positive cash flow and/or obtains additional funding. At such time, the Company anticipates offering cash and non-cash compensation to officers and directors. In addition, although not presently offered, the Company anticipates that its officers and directors will be provided with a group health, vision and dental insurance program at subsidizes rates, or at the sole expense of the Company, as may be determined on a case-by-case basis by the Company in its sole discretion.
### Stock Option Plan
We do not have a stock option plan and we have not issued any warrants, options or other rights to acquire our securities. However, we may adopt an incentive and non-statutory stock option plan in the future.
We are not registered under the Securities Exchange Act of 1934, as amended, and are not subject to the reporting requirements of Section 16(a).
ITEM 12.
As of October 28, 2020, there are a total of 99,108,000 shares of our common stock outstanding, our only class of voting securities currently outstanding. The following table describes the ownership of our voting securities by: (i) each of our officers and directors; (ii) all of our officers and directors as a group; and (iii) each shareholder known to us to own beneficially more than 5% of our common stock. All ownership is direct, unless otherwise stated.
Each shareholder known to us to own beneficially more than 5% of our common stock:
ITEM 13.
The potential investor has not received any equity for this loan and this loan is paid back by the Company in the following quarter.
On October 2018, the Company refunded $1,430 of the additional paid in capital to the former CFO.
Office space is provided to Hartford Great Health Corp. at no additional cost by the sole executive officer.
### ITEM 14.
The following table sets forth fees billed by our principal accounting firms of Simon & Edward, LLP and Haynie & Company in the last two years ended
July 31, 2020:
It is the policy of our Board of Directors to engage the principal accounting firm selected to conduct the financial audit for our company and to confirm, prior to such engagement, that such principal accounting firm is independent of our company. All services of the principal accounting firm reflected above were approved by the Board of Directors.
PART IV
ITEM 15.
1.
Our consolidated financial statements are listed under Part II, Item 8, of this Annual Report.
2.
All financial statement schedules have been omitted because they are not required or are not applicable, or the required information is shown in our Consolidated Financial Statements or the notes thereto.
3.
### Exhibits
The following exhibits are filed with or incorporated by referenced in this report:
21.1* Subsidiaries of the Company
31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Lianyue Song.
31.2* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Sheng-Yih Chang
32* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Lianyue Song and Sheng-Yih Chang
101.INS*
XBRL Instance Document
101.SCH*
101.CAL*
101.DEF*
101.LAB*
101.PRE*
* Filed herewith | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Creditworthiness and did not involve more than a normal risk of collectability or present other unfavorable features.
Although the Bank does not have any limits on the aggregate amount it would be willing to lend to Directors and officers as a group, loans to individual Directors and officers must comply with the Banks internal lending policies and statutory lending limits.
### ITEM 14.
Eide Bailly audited our consolidated financial statements for the fiscal year ended December 31, 2020. The following table presents fees billed or to be billed for professional audit services rendered by Eide Bailly for the audits of our annual consolidated financial statements for 2020 and 2019 and for other services rendered by Eide Bailly. The aggregate fees billed by Eide Bailly for the fiscal years ended December 31, 2020 and 2019, were as follows:
(1)
For 2020 and 2019, audit fees consist of professional services provided for the audit of the Company's annual consolidated financial statements and internal control over financial reporting including compliance with FDIC Improvement Act, review of the Company's quarterly financial statements in connection with the filing of current and periodic reports and related consultations.
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Auditor
The Audit Committees policy is to pre-approve all audit and non-audit services provided by the Companys independent auditor. These services may include audit, audit-related, tax and other services. Pre-approval is generally provided for up to one year and is detailed as to a particular service or category of service. The independent auditor and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditor in accordance with the pre-approval and the fees for services performed to date. All services performed by Eide Bailly for which fees were billed to the Company during the years ended December 31, 2020 and 2019 as disclosed herein were approved by the Audit Committee pursuant to the procedures outlined herein. All of the services of Eide Bailly in auditing the Companys consolidated financial statements for the year ended December 31, 2020 were performed by Eide Bailly or its full-time, permanent employees.
PART IV
ITEM 15. EXHIBITS, FINANCIALS STATEMENTS SCHEDULES
### Documents Filed as Part of this Annual Report
(a)(1) Financial Statements
See Index to Consolidated Financial Statements on page 68.
Schedules have been omitted since they are not applicable, they are not required, or the information required to be set forth in the schedules is included in the Consolidated Financial Statements or Notes thereto.
(b) EXHIBITS
Filed as Exhibit 2.1 to the Form S-4 filed with the SEC on April 4, 2018 and incorporated herein by reference.
Filed as Exhibit 2.2 to the Form S-4 filed with the SEC on April 4, 2018 and incorporated herein by reference.
Filed as Exhibit 3.1 to the Form S-4 filed with the SEC on April 4, 2018 and incorporated herein by reference.
Filed as Exhibit 3.2 to the Form S-4 filed with the SEC on April 4, 2018 and incorporated herein by reference.
Filed as Exhibit 4.1 to the Form S-4 filed with the SEC on April 4, 2018 and incorporated herein by reference.
Filed as Exhibit 10.1 to the Form 8-K filed with the SEC on April 1, 2020 and incorporated herein by reference.
Filed as Exhibit 10.2 to the Form 8-K filed with the SEC on April 1, 2020 and incorporated herein by reference.
Filed as Exhibit 10.3 to the Form 8-K filed with the SEC on April 1, 2020 and incorporated herein by reference.
Filed as Exhibit 10.4 to the Form 8-K filed with the SEC on April 1, 2020 and incorporated herein by reference.
Filed as Exhibit 10.5 to the Form S-4 filed with the SEC on April 4, 2018 and incorporated herein by reference.
Filed as Exhibit 10.6 to the Form S-4 filed with the SEC on April 4, 2018 and incorporated herein by reference.
Filed as Exhibit 10.7 to the Form S-4 filed with the SEC on April 4, 2018 and incorporated herein by reference.
Filed as Exhibit 10.8 to the Form S-4 filed with the SEC on April 4, 2018 and incorporated herein by reference.<|endoftext|>Pacific Star Capital and (v) 21,821 shares of common stock held by Pacific Star HSW LLC (Pacific Star HSW).Mr. Tao, as the manager and a member of Digipac, the Chief Investment Officer and sole owner of Pacific Star Capital, and the control person of Pacific Star HSW, may be deemed to beneficially own the shares of common stock beneficially owned by Digipac, Pacific Star Capital and Pacific Star HSW.Mr. Tao disclaims beneficial ownership of the shares of common stock beneficially owned by Digipac and Pacific Star HSW, except to the extent of his pecuniary interest therein.
4.
Includes 477,857 shares of common stock issuable upon exercise of options.
5.
Consists of shares of common stock issuable upon exercise of options.
6.
Consists of 5,819,211 shares of common stock and 5,700,607 shares of common stock issuable upon exercise of options.
We incorporate the required information regarding securities authorized for issuance under equity compensation plans by reference to the subsection entitled
in Part III, Item 12 of the Original Filing.
All related-party transactions are required to be reviewed and approved by the Audit Committee.
Director Independence
The Board has determined that all of our current non-employee directors are independent within the meaning of SEC and NASDAQ rules. The Board has also determined that all directors serving on the Audit Committee, Nominating and Governance Committee and Compensation Committee are independent within the meaning of SEC and NASDAQ rules.
Audit Committee Policies and Procedures
The Audit Committee must pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent auditors, subject to the de minimus exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act, which should nonetheless be approved by the Board prior to the completion of the audit.Each year, the Audit Committee approves the independent auditors retention to audit our financial statements, including the associated fee, before the filing of the previous years Annual Report on Form 10-K.At the beginning of the fiscal year, the Audit Committee will evaluate other known potential engagements of the independent auditor, including the scope of work proposed to be performed and the proposed fees, and approve or reject each service, taking into account whether the services are permissible under applicable law and the possible impact of each non-audit service on the independent auditors independence from management. At each such subsequent meeting, the auditor and management may present subsequent services for approval. Typically, these would be services, such as due diligence for an acquisition, that would not have been known at the beginning of the year.
Each new engagement of Weinberg & Company (Weinberg) and Cherry Bekaert LLP (Cherry Bekaert) has been approved in advance by the Board, and none of those engagements made use of the de minimus exception to the pre-approval contained in Section 10A(i)(1)(B) of the Exchange Act.
### Fees Billed for the 2020 and 2019 Fiscal Years
The following table presents the aggregate fees billed, by type of fee, in relation to services provided to us by Weinberg in 2020 or Cherry Bekaert in 2019 (in thousands):
The fees billed in the all other category for 2020 primarily represent work related to preparation of a registration statement, while for 2019 such fees primarily represent compensation for additional work related to our sale of Vegas.com and our adoption of new accounting pronouncements.
PART IV
In Part II, Item 8 of the Original Filing, we have included our consolidated financial statements, the notes thereto and the report of our Independent Registered Public Accounting Firm.
We have omitted schedules required by applicable SEC accounting regulations because they are either not required under the related instructions, are inapplicable, or we present the required information in the financial statements or notes thereto.
### Exhibits
We describe the exhibits filed as part of, or incorporated by reference into, this Amendment in the attached Exhibit Index.
EXHIBIT INDEX<|endoftext|>### EXPLANATORY NOTE
RMG Acquisition Corporation II (the Company) is filing this Amendment No.2 to its Annual Report for the fiscal year ended December31, 2020 on Form 10-K/A (the Amendment) to amend and restate certain items in its Annual Report for the fiscal year ended December31, 2020 on Form 10-K originally filed with the U.S. Securities and Exchange Commission (the SEC) on March23, 2021 and the first amendment thereto filed on Form 10-K/A filed with the SEC on March26, 2021 (together, the Original 10-K).
Background of Restatement
On May 11, 2021, after consultation with Marcum LLP, the Companys independent registered public accounting firm (the Independent Accountants), the Companys management and the audit committee of the Companys Board of Directors (the Audit Committee) concluded that it is appropriate to restate (i)certain items on the Companys previously issued audited balance sheet dated as of December14, 2020, which was related to its IPO (as defined below), and (ii)the Companys previously issued audited financial statements as of December31, 2020 and for the period from July28, 2020 (inception) to December31, 2020 (collectively, the Relevant Periods), which were included in the Original 10-K.
The restatement primarily related to consideration of the factors in determining whether to classify contracts that may be settled in an entitys own stock as equity of the entity or as an asset or liability.On April12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs) (the SEC Statement). As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i)the 11,500,000 redeemable warrants (the Public Warrants) that were included in the units issued by the Company in its initial public offering (the IPO) and (ii)the 7,026,807 redeemable warrants that were issued to the Companys sponsor in a private placement that closed concurrently with the closing of the IPO (together with the Public Warrants, the Warrants).
### Derivatives and Hedging
Fair Value Measurement
Additionally, the Company revised the Statement of Changes in Stockholders Equity to present temporary equity separate from permanent equity, which allows for better alignment to the Consolidated Balance Sheet presentation. Accordingly, the Company revised the financial statement name to Consolidated Statement of Changes in Temporary Equity and Permanent Equity to reflect this presentation change.
### Effects of Restatement
As a result of the factors described above, the Company has included in this Amendment: (i)certain restated items on the previously issued balance sheet dated as of December14, 2020, the date that the IPO closed, that were previously reported on a Current Report on Form 8-K filed with the SEC on December18, 2020 (the IPO Closing 8-K), and (ii)restated financial statements as of December31, 2020 and for the period from July28, 2020 through December31, 2020 that were previously reported on the Original 10-K, to restate the following non-cash items: understatement of liabilities and overstatement of temporary equity by approximately $21.9 million and $31.9 million as of December14, 2020 and December31, 2020, respectively; understatement of additional paid-in capital and accumulated deficit by approximately $10.8 million as of December31, 2020; understatement of net loss by approximately $10.8 million for the period from July 28, 2020 through December31, 2020; and understatement of basic and diluted net loss per share, non-redeemable ordinary shares of $(1.37) for the period from July28, 2020 through December31, 2020.
See Note 2 to the Notes to Consolidated Financial Statements included in Part II, Item8 of this Amendment for additional information on the restatement and the related financial statement effects.
Items Amended
Risk Factors; (ii)Part II, Item7. (iii)Part II, Item8. (iv)Part II, Item9A. Controls and Procedures; and (v)Part IV, Item15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
2. Financial Statement Schedules: All schedules are omitted because they are not required, are not applicable or the information is included in the consolidated financial statements or notes thereto.
(b) The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K:
10.15.3
Amendment No. 2 to Development and License Agreement, dated February 7, 2020, between Transphorm Technology and Nexperia
8-K
10.15.3
February 14, 2020
000-55832
10.16.1
Standard Industrial/Commercial Multi-Tenant Lease, dated June 23, 2010, by and between Transphorm Technology and Castilian LLC, for the premises located at 75 Castilian Drive, Goleta, CA 93117
8-K
10.16.1
February 14, 2020
000-55832
10.16.2
First Amendment to Lease, dated January 22, 2016, by and between Transphorm Technology and Castilian, LLC, for the premises located at 75 Castilian Drive, Goleta, CA 93117
8-K
10.16.2
February 14, 2020
000-55832
10.17.1
Standard Industrial/Commercial Multi-Tenant Lease, dated October 14, 2008, by and between Transphorm Technology and Frieslander Holdings, LLC and Nederlander Holdings, LLC, for the premises located at 111 Castilian Drive, Suite B, Goleta, CA 93117
8-K
10.17.1
February 14, 2020
000-55832
10.17.2
First Amendment to Standard Industrial/Commercial Multi-Tenant Lease, dated March 17, 2009, by and between Transphorm Technology and Frieslander Holdings, LLC and Nederlander Holdings, LLC, for the premises located at 111 Castilian Drive, Suite B, Goleta, CA 93117
8-K
10.17.2
February 14, 2020
000-55832
10.17.3
Second Amendment to Standard Industrial/Commercial Multi-Tenant Lease, dated August 1, 2011, by and between Transphorm Technology and Frieslander Holdings, LLC and Nederlander Holdings, LLC, for the premises located at 115 Castilian Drive, Suite B, Goleta, CA 93117, formerly known as 111 Castilian Drive, Suite B, Goleta, CA 93117
8-K
10.17.3
February 14, 2020
000-55832
10.17.4
Third Amendment to Standard Industrial/Commercial Multi-Tenant Lease, dated November 24, 2015, by and between Transphorm Technology and Frieslander Holdings, LLC and Nederlander Holdings, LLC, for the premises located at 115 Castilian Drive, Suite B, Goleta, CA 93117, formerly known as 111 Castilian Drive, Suite B, Goleta, CA 93117
8-K
10.17.4
February 14, 2020
000-55832
10.18
8-K
10.18
February 14, 2020
000-55832
10.19
Form of Pre-Merger Indemnity Agreement
8-K
10.19
February 14, 2020
000-55832
10.20.1 *
Warrant to Purchase Shares of Series Preferred Stock, dated November 3, 2010, by and between Transphorm Technology and Leader Equity, LLC (Leader Warrant)
8-K
10.21.1
February 14, 2020
000-55832
10.20.2
Letter Amendment to Leader Warrant, dated May 21, 2015, by and between Transphorm Technology and Leader Ventures, LLC
8-K
10.21.2
February 14, 2020
000-55832
10.20.3
Amendment to Leader Warrant, dated February 4, 2020, by and between Transphorm Technology and Leader Ventures, LLC
8-K
10.21.3
February 14, 2020
000-55832
10.21.1
Plain English Warrant Agreement, dated November 3, 2010, by and between Transphorm Technology and TriplePoint Capital, LLC (First TriplePoint Warrant)
8-K
10.22.1
February 14, 2020
000-55832
10.21.2
Plain English Warrant Agreement, dated December 2, 2010, by and between Transphorm Technology and TriplePoint Capital, LLC (Second TriplePoint Warrant)
8-K
10.22.2
February 14, 2020
000-55832
10.21.3
Letter Amendment to First TriplePoint Warrant and Second TriplePoint Warrant, dated May 20, 2015, by and between Transphorm Technology and TriplePoint Capital LLC
8-K
10.22.3
February 14, 2020
000-55832
10.21.4
Amendment to First TriplePoint Warrant, dated February 10, 2020, by and between Transphorm Technology and TriplePoint Capital LLC
8-K
10.22.4
February 14, 2020
000-55832
Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
*
Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
#
Portions of the exhibit, marked by brackets, have been omitted because the omitted information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed.
None
Signatures<|endoftext|>At December 31, 2020, we participated out approximately $24.1 million of our certificates of deposit, representing 7.8% of our total deposits, through these reciprocal deposit services. At December 31, 2020, these certificates of deposit had an average term to maturity of 12.8 months. Early withdrawal of these deposits is not permitted, which makes these accounts a more stable source of funds.
Interest rates paid, maturity terms, service fees and withdrawal penalties are established on a periodic basis. We rely upon personalized customer service, long-standing relationships with customers, and the favorable image of Generations Bank in the community to attract and retain deposits.
Our ability to gather deposits is affected by the competitive market in which we operate, which includes numerous financial institutions of varying sizes offering a wide range of products.
Generations Commercial Bank (the Commercial Bank), a New York State chartered limited-purpose commercial bank, formed expressly to enable local municipalities to deposit public funds with the Commercial Bank, opened for business on January 2, 2019. At December 31, 2020, the Commercial Bank deposits were $7.1 million, and none were in reciprocal deposit balances.
The following table sets forth the distribution of our average total deposit accounts, by account type, for the periods indicated.
As of December 31, 2020, the aggregate amount of our outstanding certificates of deposit in amounts greater than or equal to $100,000 was approximately $114.8 million. The following table sets forth the maturity of those certificates as of December 31, 2020.
### Borrowings.
We may obtain advances from the Federal Home Loan Bank by pledging as security our capital stock in the Federal Home Loan Bank and certain of our mortgage loans and mortgage-backed securities. Recently, we have lengthened the maturities of some of our Federal Home Loan Bank advance borrowings to reduce interest rate risk. At December 31, 2020, we had $27.6 million of Federal Home Loan Bank advances (net of deferred prepayment penalties). In addition to funding portfolio loans, we sometimes use Federal Home Loan Bank advances for short-term funding needs arising from our mortgage-banking activities.
Generations Bank also has an $8.0 million line of credit with a correspondent bank. Generations Bank also has an additional $5.5 million fed funds line of credit with other financial institutions. This line is unsecured.
In June 2011, the Company issued $735,000 in fixed-rate subordinated debt. The notes, including principal and interest paid at 8% per annum, were subordinate and junior in right of payment to all obligations of the Company. All notes have a maturity date of June 30, 2021; however, we redeemed all the subordinated debt on February 15, 2021 with accrued interest of $7,350.
In July 2020, the Company obtained a $500,000 fixed-rate borrowing. The note, including principal and interest, had an interest rate of 6.0% and was due February 15, 2021. The note and accrued interest were paid in full on January 15, 2021.
### Employees
At December 31, 2020, we had 92 full-time employees and four part-time employees.
Item 1A.RISK FACTORS
The presentation of Risk Factors is not required for smaller reporting companies like Generations Bancorp NY, Inc.
### Item 1B. Unresolved Staff Comments
None
Item 2. Properties
At December 31, 2020, the net book value of our office properties was $13.4 million, and the net book value of our furniture, fixtures and equipment was $1.2 million. The following table sets forth information regarding our offices at December 31, 2020.
Item 3.
### Legal Proceedings
We are not involved in any pending legal proceedings as a plaintiff or defendant other than routine legal proceedings occurring in the ordinary course of business, and at December 31, 2020, we were not involved in any legal proceedings, the outcome of which would be material to our financial condition or results of operations.
Not applicable
PART IV
ITEM 15.
31.1
Certification of Chief Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002<|endoftext|>Any of these individuals or entities, had or will have a direct or indirect material interest.
### Debt Placements
On December 8, 2020, we entered into a debt agreement with
Gregg Williams, our Chairman of the Board of Directors of the Company and two unaffiliated shareholders of the Company (collectively, the Lenders) pursuant to which we issued to the Lenders promissory notes in the aggregate amount of $2.2 million.
Each promissory note is unsecured and accrues interest at a rate of twelve percent (12%) per annum beginning on receipt of the loan amounts. Principal and accrued interest under the promissory notes, are payable on December 31, 2021. The Company has the right to prepay each promissory note in whole or in part, at any time or from time to time, without premium, penalty or prior written notice to the Lenders.
See our Form 8-K filed with the SEC on December 11, 2020.
### Other Transactions
We have granted stock options to our named executive officers and certain of our directors.See the sections titled Board of Directors and Corporate Governance Director Compensation and Executive Compensation, for a description of these stock options.
ITEM 14.
The following table represents aggregate fees billed to the Company for fiscal years ended December31, 2020 and 2019 by Gumbiner Savett Inc.:
1.
attributable to professional services rendered to us for the audit of our annual consolidated financial statements and review of quarterly financial information.
2.
Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported above under Audit Fees. Gumbiner Savett Inc. has not billed us for any Audit-Related Fees for each of the last two fiscal years.
3.
Tax Fees consist of fees billed for services rendered for tax compliance, tax advice, and tax planning. Gumbiner Savett Inc. does not render these services to the Company.
4.
All Other Fees consist of fees billed for services other than the services reported in Audit Fees, Audit-Related Fees, and Tax Fees. In 2020 Gumbiner Savett Inc. provided services to us in connection with our March 2020 Form S-8 registration statement and our May 2020 public offering of common stock.
The Audit Committee reviews and pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm.These services may include audit services, audit-related services and tax services, as well as specifically designated non-audit services which, in the opinion of the Audit Committee, will not impair the independence of the independent registered public accounting firm.Pre-approval generally is provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and generally is subject to a specific budget.The independent registered public accounting firm and the Companys management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, including the fees for the services performed to date.In addition, the Audit Committee also may pre-approve particular services on a case-by-case basis, as necessary or appropriate.
PART IV
### ITEM 15.
(a) Financial Statements
See index to Financial Statements in our 2020Annual Report.
All schedules have been omitted because the required information is included in the financial statements or the notes thereto, or is not applicable.
(c) Index to Exhibits
Reference is made to the Exhibit Index. The exhibits are included, or incorporated by reference, in this Amendment No. 2 on Form 10-K/A and are numbered in accordance with Item 601 of Regulation S-K.
### INDEX TO EXHIBITS
Exhibit
Number
Exhibit Title
23.1
Consent of Gumbiner Savett Inc., Registered Public Accounting Firm (filed herewith, Exhibit 23.1).
31.1
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15(d)-14(a) (filed herewith, Exhibit 31.1).
31.2
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15(d)-14(a) (filed herewith, Exhibit 31.2). | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
### EXPLANATORY NOTE
This Annual Report on Form 10-K/A constitutes Amendment No. 1 (the Amendment) to the Ebix Annual Report on Form 10-K for the year ended December 31, 2020 which was originally filed with the Securities and Exchange Commission on April 27, 2021 (the Original Filing). This Amendment is being filed solely to amend the opinions of KG Somani & Co. (KGS) in Item 8 and Item 9a. The Item 8 opinion incorrectly referenced the date of the KGS internal control opinion in Item 9a and the Item 9a opinion incorrectly referenced the date of the KGS audit opinion in Item 8 of the Original Filing.
No other change is made to the Original Filing. This Amendment does not purport to provide an update or a discussion of any other developments subsequent to the Original Filing.
### PART II
Item 8.
To the Shareholders and the Board of Directors of Ebix, Inc.
We have audited the accompanying consolidated balance sheet of Ebix, Inc. and its subsidiaries (the Company) as of December 31, 2020, the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements and schedule (collectively, the financial statements).
We have also 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, 2020, based on criteria established in Internal Control - Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated April 27, 2021 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.
### Basis for Opinion
For KG Somani & Co.
/s/ Anuj Somani
### Anuj Somani
Partner
Membership No.: 511267
### UDIN: 21511267AAAAAG1479
New Delhi, India
### April 27, 2021
Item9A. CONTROLS AND PROCEDURES
To the Stockholders and the Board of Directors of Ebix, Inc.
We have audited Ebix, Inc. and subsidiaries (the Company) internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2020, and the related consolidated statements of income, comprehensive income, stockholders equity, and cash flows of the Company for the year then ended, and the related notes to the consolidated financial statements and our report dated April 27, 2021 expressed an unqualified opinion.
### Basis for Opinion
The Companys management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Managements Report on Internal Control over Financial Reporting.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.
/s/ K G Somani & Co
### New Delhi, India
April 27, 2021
PART IV
Item15.
EXHIBIT INDEX<|endoftext|>Sponsor, no compensation or fees of any kind, including finders, consulting fees and other similar fees, will be paid to our Sponsor, initial stockholders, members of our management team or their respective affiliates, for services rendered prior to or in connection with the consummation of our initial business combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocketexpenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations.
### Related Party Policy
Related-partytransactions are defined as transactions in which (1)the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2)we or any of our subsidiaries is a participant, and (3)any (a)executive officer, director or nominee for election as a director, (b)greater than 5% beneficial owner of our shares of common stock, or (c)immediate family member, of the persons referred to in clauses (a)and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).
Our audit committee, pursuant to its written charter, will be responsible for reviewing and approving related-partytransactions to the extent we enter into such transactions.
To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor, officers or directors including (i)an entity that is either a portfolio company of, or has otherwise received a material financial investment from, any private equity fund or investment company (or an affiliate thereof) that is affiliated with any of the foregoing, (ii)an entity in which any of the foregoing or their affiliates are currently passive investors, (iii)an entity in which any of the foregoing or their affiliates are currently officers or directors, or (iv)an entity in which any of the foregoing or their affiliates are currently invested through an investment vehicle controlled by them, unless we have obtained an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, and the approval of a majority of our disinterested independent directors that the business combination is fair to our unaffiliated stockholders from a financial point of view.
### ITEM 14.
The following is a summary of fees paid or to be paid to dbb mckennon for services rendered.
### Audit Fees
Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by dbbmckennon in connection with regulatory filings. The aggregate fees billed by dbbmckennon for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from November 20, 2019 (inception) through December 31, 2020 totaled $72,969.
Audit-Related Fees.
We did not pay dbbmckennon for consultations concerning financial accounting and reporting standards for the period from November 20, 2019 (inception) through December 31, 2020.
### Tax Fees
We did not pay dbbmckennon for tax planning and tax advice for the period from November 20, 2019 (inception) through December 31, 2020.
All Other Fees
We did not pay dbbmckennon for other services for the period from November 20, 2019 (inception) through December 31, 2020
### Pre-Approval Policy
ITEM 15.
(a)
(1)
Financial Statements:
(2)
None.
(b)
(1)
Previously filed as an exhibit to our Current Report on Form 8-K filed on October 13, 2020.
(2)
Previously filed as an exhibit to our Form S-1, filed on September 21, 2020
(3)
Previously filed as an exhibit to our Form 10-K, filed on March 31, 2021
*
Filed herewith.
**
Furnished.
### Item 16. FORM 10-K SUMMARY
None.<|endoftext|>Nominees for director or executive officers, and (iii)any person, and his or her immediate family members, or entity, including affiliates, that was a beneficial owner of 5% or more of any of our outstanding equity securities at the time the transaction occurred or existed.
The Charter provides that the Audit Committee shall approve only those related person transactions that are determined to be in, or not inconsistent with, the best interests of the Company and its stockholders, taking into account all available facts and circumstances as the Audit Committee determines in good faith to be necessary in accordance with principles of Delaware law generally applicable to directors of a Delaware corporation. No member of the Audit Committee may participate in any review, consideration or approval of any related person transaction with respect to which the member or any of his or her immediate family members has an interest. In reviewing and approving such transactions, the Audit Committee obtains, or directs management to obtain on its behalf, all information that it believes to be relevant and important to a review of the transaction prior to its approval. Following receipt of the necessary information, a discussion is held of the relevant factors if deemed to be necessary by the Audit Committee prior to approval. If a discussion is not deemed to be necessary, approval may be given by written consent of the Audit Committee. This approval authority may also be delegated to the chairperson of the Audit Committee in certain circumstances. No related person transaction may be entered into prior to the completion of these procedures.
Other than as set forth below, during the year ended December31, 2020 there were no transactions with related parties requiring approval of the Audit Committee as described above:
Dr.Rakesh Patel is a principal of TME Consulting LLC (TME), a medical consulting firm. During the year ended December31, 2020, the Company furnished to TME an aggregate of $125,000 in connection with various consulting services provided by TME to the Company. All TME services are provided by physicians who are members of TMEs network, on an hourly basis, and consulting fees are furnished to the individual physicians providing such services. As such, Dr.Patel received no direct interest in any such fees payable by the Company to TME.
### Director Independence
The Board has determined all of its members other than Mr.Klein meet the director independence requirements under the applicable listing rules of the Nasdaq Capital Market and the rules and regulations of the SEC.
Item14.
Aggregate fees for professional services rendered for the Company by BDO, its independent registered public accounting firm, as of or for the fiscal years ended December31, 2020 and 2019 were:
(1)
The aggregate fees included in Audit Fees are fees billed for the fiscal years.
Audit fees for the fiscal years ended December31, 2020 and 2019 relate to professional services rendered for the audits of our financial statements, quarterly reviews, issuance of consents, and assistance with review of documents filed with the SEC.
The Charter provides that one of the Audit Committees responsibilities is pre-approval of all audit, audit related, tax services and other services performed by our independent registered public accounting firm. Unless the specific service has been previously pre-approved with respect to that year, the Audit Committee must approve the permitted service before the Companys independent registered public accounting firm is engaged to perform it. The Audit Committee pre-approves proposed services and fee estimates for these services. The Audit Committee chairperson or his or her designee has been designated by the Audit Committee to pre-approve any services arising during the year that were not pre-approved by the Audit Committee. Services pre-approved by the Audit Committee chairperson are communicated to the full Audit Committee at its next regular meeting and the Audit Committee reviews services and fees for the fiscal year at each such meeting. Pursuant to these procedures, the Audit Committee pre-approved all of the audit services provided by BDO to us during the fiscal years ended December31, 2020 and 2019.
### PART IV
Item15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
References throughout this Amendment No.1 to the Annual Report on Form10-K/Ato company, we, us, our or our company are to Ribbit LEAP, Ltd., unless the context otherwise indicates.
This Amendment No.1 (Amendment No.1) to the Annual Report on Form10-K/Aamends the Annual Report on Form10-Kof Ribbit LEAP, Ltd. for the fiscal year ended December31, 2020, as filed with the Securities and Exchange Commission (SEC) on March31, 2021 (the Original Filing).
### Restatement Background
This Amendment No. 1 (Amendment No. 1) to the Annual Report on Form 10-K/A amends the Annual Report on Form 10-K of Ribbit LEAP, Ltd.as of and for the period ended December 31, 2020, as filed with the Securities and Exchange Commission (SEC) on March 31, 2021 (the Original Filing).
As a result of the SEC Staff Statement and in light of evolving views as to certain provisions commonly included in warrants issued by SPACs, we re-evaluated our accounting for our public warrants issued in connection with our initial public offering (the Class A Public Warrants), the forward purchase agreement entered into with an affiliate of our sponsor (the Forward Purchase Securities), and the Class L ordinary shares issued to our sponsor. Since our initial public offering, we have accounted for our Class A Public Warrants, Forward Purchase Securities and Class L ordinary shares as equity within our balance sheet. After discussion and evaluation, including with our registered public accounting firm and our audit committee, and taking into consideration the SEC Staff Statement, we have concluded that our Class A Public Warrants, Forward Purchase Securities and Class L ordinary shares should be presented as liabilities with subsequent fair value remeasurement through earnings.
As a result of the foregoing, on May 17, 2021, our Audit Committee, in consultation with our management, concluded that our previously issued Financial Statements for the period from July 7, 2020 (inception) through December 31, 2020, our quarterly unaudited financial statements for the three months ended September 30, 2020 and for the period from July 7, 2020 (inception) through September 30, 2020 and our previously audited balance sheet related to our initial public offering, dated September 15, 2020 (the Affected Periods), should no longer be relied upon after consideration of the SEC Statement.
Historically, the Class A Public Warrants, Forward Purchase Securities and Class L ordinary shares were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the instruments, based on our application of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 815-40, Derivatives and Hedging, Contracts in Entitys Own Equity (ASC Topic 815-40). The views expressed in the SEC Staff Statement were not consistent with the Companys historical interpretation of the specific provisions within its Class A Public Warrants, Forward Purchase Securities and Class L ordinary shares agreements and the Companys application of ASC Topic 815-40. We reassessed our accounting for the Class A Public Warrants, Forward Purchase Securities and Class L ordinary shares, in light of the SEC Staffs published views. Based on this reassessment, we determined that the Class A Public Warrants, Forward Purchase Securities and Class L ordinary shares should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in our Statement of Operations each reporting period.
The change in accounting for the Class A Public Warrants, Forward Purchase Securities and Class L ordinary shares did not have any impact on our liquidity, cash flows, revenues or costs of operating our business, in all of the Affected Periods or in any of the periods included in Item 8, in this filing. The change in accounting for the Class A Public Warrants, Forward Purchase Securities and Class L ordinary shares does not impact the amounts previously reported for the Companys cash and cash equivalents, investments held in the trust account, operating expenses or total cash flows from operations for any of these periods.
### Part I, Item 1A. Risk Factors
Part II, Item 8.
Part IV, Item 15.<|endoftext|>An assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporation resident in California (based on the character and source of the taxable income actually recognized). However, because tax distributions will be determined based on the holder of Holdco Units who is allocated the largest amount of taxable income on a per unit basis, LD Holdings may be required to make tax distributions that, in the aggregate, may exceed the amount of taxes that LD Holdings would have paid if it were taxed on its net income at the assumed rate. Any distributions will be subject to available cash and applicable law.
In addition, in certain circumstances, to the extent that tax distributions made to loanDepot, Inc. exceed the actual tax liability to which loanDepot, Inc. is subject from time to time, such excess tax distributions will be contributed to and used by LD Holdings and its operating entity subsidiaries for working capital, liquidity and other operating needs.
Under the Holdings LLC Agreement, the Continuing LLC Members (or certain permitted transferees thereof) will have the right, subject to the terms of the Holdings LLC Agreement, to exchange their Holdco Units (together with a corresponding number of shares of Class B Common Stock or Class C Common Stock, as applicable) for cash or shares of our Class A Common Stock on a one-for-one basis (at our election), subject to customary conversion rate adjustments for stock splits, stock dividends, reclassifications and other similar transactions. The Holdings LLC Agreement will provide that as a general matter a Continuing LLC Member will not have the right to exchange Holdco Units if we determine that such exchange would be prohibited by law or regulation or would violate other agreements with us to which the Continuing LLC Member may be subject. We may impose additional restrictions on exchange that we determine to be necessary or advisable so that LD Holdings is not treated as a publicly traded partnership for U.S. federal income tax purposes. As a Continuing LLC Member exchanges Holdco Units for shares of Class A Common Stock, the number of Holdco Units held by loanDepot, Inc. is correspondingly increased as it acquires the exchanged Holdco Units, and a corresponding number of shares of ClassB Common Stock or ClassC Common Stock, as applicable, are cancelled.
### Blocker Tax Refund
In connection with the merger of Parthenon Blocker into the Company subsequent to our initial public offering, the Company agreed to pay to the Parthenon Stockholders certain tax refunds to Parthenon Blocker, which are expected to consist of up to $3.5million of excess federal and state income tax payments previously paid by Parthenon Blocker.
Item 14.
The following aggregate fees were billed to the Company for professional services by Ernst & Young for the years ended December 31, 2020 and 2019.
### Audit Fees
Audit fees consist of fees billed to the Company and its consolidated subsidiaries by Ernst & Young for the audit of the Companys annual consolidated financial statements included in this Annual Report on Form 10-K, reviews of financial statements pertaining to the year 2020 that were included in the Companys Form S-1 Registration Statement and 2020 144A private placement debt offering, and services that are normally provided by Ernst & Young in connection with statutory and regulatory filings or engagements.
Tax Fees
Tax fees consist of fees billed to the Company and its consolidated subsidiaries by Ernst & Young for professional services rendered by Ernst & Young for tax compliance and tax advisory services. Tax advisory services encompass a variety of permissible services, including technical tax advice related to federal and state income tax matters, assistance with sales tax, assistance with tax audits, tax controversy support, and tax credits and incentives.
Item 15.
* filed herewith
Schedules (or similar attachments) have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish supplemental copies of any omitted schedules (or similar attachments) to the Securities and Exchange Commission upon request.
# Portions of this exhibit (indicated by asterisks) have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K.<|endoftext|>This Amendment No. 1) amends our Annual Report on Form 10-K for the fiscal year ended March 31, 2021, originally filed on September 22, 2021 (the Original Filing). 1 to include the information required by Part III and not included in the Original Filing as we did not file a definitive proxy statement within 120 days of our fiscal year ended March 31, 2021.
This Amendment No.
### PART III
Item 10.
EKIMAS Corporation is currently comprised of one director. The age of the individual is provided as of September 22, 2021.
### Name
Age
Position
### Michael F. Adams
### Michael F. Adams
Mr. Mr. Prior to April 2006, Mr. Mr.
On October 9, 2020, Mr. On October 11, 2020, Mr. Michael L. On October 13, 2020, Mr. William J. ONeill, Jr.
Michael F.
Based solely on a review of copies of such forms submitted to us, we believe that all persons subject to the requirements of Section 16(a) filed such reports on a timely basis in fiscal 2021.
Item 11.
### Executive Compensation
Summary Compensation Table
The following table provides information concerning compensation for services rendered to us in all capacities for the fiscal years ended March 31, 2021 and 2020 by our named executive officer and former named executive officer.
(1)
Effective February 1, 2020, Mr. Adams was engaged as our chief executive officer on a consultative basis. All other compensation represents the consulting fees earned by Mr. Adams during the fiscal year ended March 31, 2021.
(1)
All other compensation of Mr. Adams is composed of approximately i) $18,000 for premiums paid by us for medical and dental insurance, and ii) $2,000 in premiums paid by us for disability and life insurance during the fiscal year ended March 31, 2020.
(2)
All other compensation of Ms. Carroll is composed of approximately i) $17,000 for premiums paid by us for medical and dental insurance, ii) $2,000 in premiums paid by us for disability and life insurance and iii) $3,000 for 401k matching contributions during the fiscal year ended March 31, 2020.
Although Mr.
### Outstanding Equity Awards at 2021 Fiscal Year-End
None.
2021 Option Exercises and Stock Vested
### None
Item 12.
The following table sets forth the beneficial ownership of shares of our common stock, as of September 22, 2021, of (i) each person known by us to beneficially own five percent (5%) or more of such shares;
In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares, for example, upon exercise of an option or warrant, within 60 days of September 22, 2021.
(1)
(2)
Based on 28,262,371 outstanding shares as of September 22, 2021.
### Item 13.
Effective February 1,, 2020, Mr. Adams, served as our chief executive officer as a non-employee consultant and he is also holder of approximately 11.5% of our outstanding common stock. During the fiscal year ended March 31, 2021, Mr. Adams earned approximately $76,000 in consulting fees and was reimbursed approximately $29,000 for office expenses and car allowance. As of March 31, 2021, there was approximately $17,000 payable to Mr. Adams in consideration of his consulting services and reimbursable expense and allowances.
Board Attendance
The Board did not meet during the fiscal year ended March 31, 2021.
###
On October 9, 2020, Mr. On October 11, 2020, Mr. Michael L. On October 13, 2020, Mr. William J. ONeill, Jr.
### Directors Compensation
We did not provide any Board compensation during the fiscal year ended March 31, 2021.
Item 14.
The following is a summary of the fees billed to us by RBSM LLP, our independent registered public accounting firm, for professional services rendered during the fiscal year ended March 31, 2021 and 2020.
We did not incur any fees related to audits from Liggett & Webb, P.A. during the fiscal year ended March 31, 2021.
### Audit Fees.
Other Audit Related Fees.
### Audit Fees or Tax Fees
Tax Fees.
The Board of Directors has the authority to approve all audit and non-audit services that are to be performed by our independent registered public accounting firm. Generally, we may not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by the Board of Directors (or a properly delegated subcommittee thereof).
PART IV
Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Fee or monies in respect of any payment of a loan, will be paid by us to the Sponsor, officers and directors, or any affiliate of the Sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of an initial business combination (regardless of the type of transaction that it is).
On July23, 2020, the Sponsor issued us an unsecured promissory note to borrow up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. These loans were non-interest bearing, unsecured and are due at the earlier of December31, 2020 or the closing of the Initial Public Offering. The total outstanding balance of $205,991 was paid in full on November19, 2020.
In addition, in order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Up to $2,500,000 of such working capital loans may be convertible into private placement-equivalent warrants at a price of $1.00 per warrant (which, for example, would result in the holders being issued warrants to purchase 2,500,000 shares if $2,500,000 of notes were so converted), at the option of the lender.
On November17, 2020, we entered into a registration rights agreement with respect to the Founder Shares, the Private Placement Warrants, the securities issuable upon conversion of working capital loans (if any) and the shares of ClassA common stock issuable upon exercise or conversion of the foregoing, which requires the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of ClassA common stock). Pursuant to such registration rights agreement, the holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders will have certain piggy-back registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination.
### Related Party Policy
Prior to the consummation of the Initial Public Offering, we adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. A form of our code of ethics is filed as an exhibit to this Annual Report on Form10-K.
To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of the Sponsor, officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. However, the following payments will be made to the Sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of the Initial Public Offering held in the Trust Account prior to the completion of our initial business combination:
Payment to an affiliate of our Sponsor of $10,000 per month, for up to 18 months, for office space, utilities and secretarial and administrative support;
and
### Director Independence
Item 14.
### Audit Fees
The aggregate fees billed by Withum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from July23, 2020 (inception) through December31, 2020 totaled $78,280.
Audit-Related Fees.
We did not pay Withum for consultations concerning financial accounting and reporting standards for the period from July23, 2020 (inception) through December31, 2020.
### Tax Fees
We did not pay Withum for tax planning and tax advice for the period from June24, 2020 (inception) through December31, 2020.
All Other Fees
We did not pay Withum for other services for the period from June24, 2020 (inception) through December31, 2020.
### Pre-Approval Policy
### PARTIV
Item 15.<|endoftext|>Of Ancora Advisors, LLC is 6060 Parkland Blvd., Suite 200, Cleveland, Ohio 44124. All information regarding Ancora Advisors LLC is based on information disclosed in a statement on Schedule 13G filed with the SEC on February 8, 2021.
(10)
Includes shares beneficially owned by Renaissance Technologies Holdings Corporation (RTHC) because of RTHCs majority ownership of Renaissance Technologies LLC (RTC). The principal business address of both RTHC and RTC is 800 Third Avenue, New York, New York 10022. All information regarding RTHC is based on information disclosed in a statement on Schedule 13G filed with the SEC on February 11, 2021.
(11)
The principal business address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. All information regarding the Vanguard Group is based on information disclosed in a statement on Schedule 13G filed with he SEC on February 10, 2021.
ITEM 13.
The Company has engaged its 40% partner in Generations Coffee Company, LLC, or GCC, with which the Company has a joint venture, as an outside contractor. Coffee Holding is the 60% equity owner of the joint venture and Carusos Coffee Company (Carusos) owns the other 40% equity interest. Payments to Carusos during the years ended October 31, 2020, October 31, 2019 and October 31, 2018 amounted to $380,838, $401,227, and $447,140, respectively, for the processing of finished goods.
Mr. Dwyer, a member of our Board of Directors, is a senior coffee trader for Rothfos Corporation, a coffee trading company, or Rothfos. Mr. Rothfos accounted for approximately $0, $840,000, and $215,000 of the Companys accounts payable in fiscal 2020, 2019 and 2018, respectively.
We believe that the transactions set forth above were made on terms no less favorable to us than could have been obtained from unaffiliated third parties. All transactions between us and our officers, directors and principal stockholders and their affiliates are subject to approval by an independent committee of our Board of Directors.
ITEM 14.
Fees Billed to the Company in fiscal years 2020 and 2019
The following table summarizes the fees for professional services rendered by Marcum, our independent registered public accounting firm, for each of the last two fiscal years:
(1)
Audit fees consisted of work performed in connection with the audit of the consolidated financial statements as well as work generally only the independent auditors can reasonably be expected to provide, such as quarterly reviews and review of our Annual Reports on Form 10-K.
The Audit Committee, or a designated member of the Audit Committee, shall preapprove all auditing services and permitted non-audit services (including the fees and terms) to be performed for Coffee Holding by our registered independent public accountants, subject to the de minimis exceptions for non-audit services that are approved by the Audit Committee prior to completion of the audit, provided that: (1) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of revenues paid by Coffee Holding to its registered independent public accountant during the fiscal year in which the services are provided; (2) such services were not recognized by Coffee Holding at the time of the engagement to be non-audit services; and (3) such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Audit Committee. Of the services set forth in the table above, all were preapproved by the Audit Committee.
PART IV
ITEM 15.
(a)
(1)
### Financial Statements
None.
(2)
None.
(3)
### List of Exhibits
(a)
Exhibits
The Company has filed with this report or incorporated by reference herein certain exhibits as specified below pursuant to Rule 12b-32 under the Exchange Act.
Exhibit No.
Description
31.1
Principal Executive Officer and Principal Financial Officers Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1
Principal Executive Officer and Principal Financial Officers Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
* Filed herewith
**Furnished herewith
### ITEM 16. FORM 10-K SUMMARY
None.<|endoftext|>### EXPLANATORY NOTE
This Amendment No 1. on Form 10-K/A (the Amendment) is filed by White Mountains Insurance Group, Ltd. (White Mountains or the Company) to amend its Annual Report on Form 10-K for the year ended December 31, 2020 (the 2020 Form 10-K) filed on February 26, 2021. The purpose of the Amendment is to amend Part IV, Item 15 of the 2020 Form 10-K to include the audited consolidated financial statements of MediaAlpha, Inc. as of December 31, 2020 and 2019 and for the three years in the period ended December 31, 2020, and the audited consolidated financial statements of QL Holdings, LLC (QL Holdings) as of December 31, 2019 and for the period from February 26, 2019 through December 31, 2019. The term MediaAlpha refers to QL Holdings, LLC and its consolidated subsidiaries prior to the completion of MediaAlpha, Inc.s initial public offering (IPO) on October 30, 2020 and MediaAlpha, Inc. and its consolidated subsidiaries following the completion of its IPO. No other items of the 2020 Form 10-K are amended in the Form 10-K/A.
PART IV
ITEM 15.Exhibits and Financial Statement Schedules b.
### Exhibits
Exhibit
Number
Name
23.1
### Consent of PricewaterhouseCoopers, LLP for
MediaAlpha, Inc. (*)
23.2
Consent of PricewaterhouseCoopers, LLP for QL Holdings, LLC
(*)
31.1
Principal Executive Officer Certification Pursuant to Rule 13a-14(a)
(*)
31.2
Principal Financial Officer Certification Pursuant to Rule 13a-14(a)
(*)
32.1
Principal Executive Officer Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(*)
32.2
Principal Financial Officer Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(*)
99.1
MediaAlpha, Inc.s Consolidated Financial Statements as of December 31, 2020 and 2019 and for the three years in the period ended December 31, 2020 (incorporated by reference herein from Item 8 of MediaAlpha, Inc.s 2020 Annual Report on Form 10-K dated March 15, 2021, Commission file number: 001-39671) (**)
99.2
QL Holdings, LLC and Subsidiary Consolidated Financial Statements as of December 31, 2019 and for the Period From February 26, 2019 through December 31, 2019 and Report of Independent Auditors (incorporated by reference herein to Exhibit 99.1 of the Companys 2019 Annual Report on Form 10-K/A dated March 30, 2020) (***)
(*)Included herein.
(**)
Exhibit 99.1 to this Form 10-K/A is being filed to provide audited financial statements and the related footnotes as of December 31, 2020 and 2019 and for the three years in the period ended December 31, 2020. The management of MediaAlpha is solely responsible for the form and content of the MediaAlpha financial statements. White Mountains has no responsibility for the form or content of the MediaAlpha financial statements since it does not control MediaAlpha.
(***)Exhibit 99.2 to this Form 10-K/A is being filed to provide audited financial statements and the related footnotes as of December 31, 2019 and for the period from February 26, 2019 through December 31, 2019. The management of MediaAlpha is solely responsible for the form and content of the QL Holdings financial statements. White Mountains has no responsibility for the form or content of the QL Holdings financial statements since it does not control MediaAlpha.
c.
Financial Statement Schedules and Separate Financial Statements of Subsidiaries Not Consolidated and Fifty Percent or Less Owned Persons
Item 15.c has been amended to include the audited consolidated financial statements of MediaAlpha as of December 31, 2020 and 2019 and for the three years in the period ended December 31, 2020, and the audited consolidated financial statements of QL Holdings as of December 31, 2019 and for the period from February 26, 2019 through December 31, 2019.
As required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the Exchange Act), updated certifications by the Principal Executive Officer and Principal Financial Officer are filed as exhibits to the Amendment.
We make no attempt in this filing to update matters in the 2020 Form 10-K for any other activities or events occurring after the original filing date; neither do we change any previously reported financial results of operations or any disclosures contained in that document except to the extent expressly provided herein. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
[
Burgundy Technology Acquisition Corp
]
### EXPLANATORY NOTE
On May14, 2021, the Audit Committee of Burgundy Technology Acquisition Corporation (the Company, we, our or us), after discussion with the Companys management, concluded that the Companys audited financial statements as of December31, 2020 and for the period from June4, 2020 (inception) through December31, 2020 as included in the Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission (the SEC) on March23, 2021 (the Original10-K), its unaudited interim financial statements as of September30, 2020 and for the period from June4, 2020 (inception) through September, 2020 and for the threemonths ended September30, 2020 as included in the Companys Quarterly Report on Form 10-Q filed with the SEC on November12, 2020 and certain items on its audited balance sheet as of August31, 2020 included in the Companys Current Report on Form 8-K filed with the SEC on September4, 2020 and unaudited pro forma balance sheet as of August 31, 2020 included in the Companys Current Report on Form 8-K filed with the SEC on September 21, 2020, should no longer be relied upon based on the reclassification of warrants as described below. As a result, the Company is filing this Annual Report on Form 10-K/A (Amendment No. 1), or this Annual Report, to amend the Original 10-K, to restate our financial statements as of December31, 2020 and for the period from June4, 2020 (inception) through December31, 2020, and as of and for the unaudited interim periods ended September30, 2020 (the Affected Periods).
On April12, the staff of the SEC issued a statement regarding accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled, Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs) (the SEC Staff Statement). The SEC Staff Statement regarding the accounting and reporting considerations for warrants issued by SPACs focused on certain settlement terms and provisions related to certain tender offers following a business combination. The terms described in the SEC Staff Statement are common in SPACs and are similar to the terms contained in our public warrants and private placement warrants. As a result of that SEC Staff Statement, the Companys management re-evaluated the accounting for our public warrants and placement warrants issued in connection with the Companys initial public offering, and concluded that the public warrants and placement warrants should be treated as derivative liabilities pursuant to Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 815-40,
(ASC 815-40), rather than as components of equity as the Company previously treated the warrants.
The Companys accounting for the public warrants and placement warrants as components of equity instead of as derivative liabilities did not have any effect on the Companys previously reported operating expenses, cash flows or cash or the Companys trust account.
In connection with the restatement, our management reassessed the effectiveness of our disclosure controls and procedures as of December31, 2020. As a result of that reassessment and in light of the SEC Staff Statement, our management determined that our disclosure controls and procedures as of December31, 2020 were not effective solely as a result of its classification of the public warrants and placement warrants as components of equity instead of as derivative liabilities. For more information, see Item9A included in this Annual Report.
The Company has not amended its previously filed Current Reports on Form 8-K or Quarterly Report on Form 10-Q for the periods affected by the restatement. The financial information previously filed or otherwise reported for these periods is superseded by the information in this Annual Report, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon.
The restatement is more fully described in Note 2 and Note 11 of the notes to the financial statements included herein.
For the convenience of the reader, this Annual Report on Form 10-K/A sets forth the Original 10-K in its entirety, as amended to reflect the restatement.
PartIItem1A. Risk Factors.
ii
PartIIItem7.
PartIIItem8.
PartIIItem9A. Controls and Procedures.
PartIVItem15.<|endoftext|>Advisor shall not be subject to forfeiture in the event the over-allotmentoption is not exercised. On October29, 2020, in connection with the partial exercise of the over-allotmentoption by the underwriters, 937,662 founder shares were forfeited by certain initial shareholders and cancelled by us. As a result, there are a total of 14,874,838 founder shares issued and outstanding as of the date of this prospectus. Our initial shareholders own approximately 20% of our issued and outstanding shares (not including any securities purchased in our initial public offering by affiliates) and have the right to appoint all of our directors prior to our initial business combination.
In addition, our sponsor purchased an aggregate of 6,449,936 private placement warrants at a price of $1.50 per warrant ($9,674,904 in the aggregate) in a private placement closed simultaneously with the closing of our initial public offering and the exercise of the over-allotmentoption. Each private placement warrant is exercisable to purchase one whole ClassA ordinary share at $11.50 per share, subject to adjustment as provided herein. The private placement warrants (including the ClassA ordinary shares issuable upon exercise of the private placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by it until 30days after the completion of our initial business combination.
FWD Life Insurance Public Company Limited and FWD Fuji Life Insurance Company Limited purchased an aggregate of $50,000,000 of units in our initial public offering. FWD has the same redemption rights and rights to the funds held in the trust account with respect to the units it purchased in our initial public offering as the rights afforded to our public shareholders, as described herein.
Prior to the consummation of our initial public offering, our sponsor loaned an aggregate of $300,000 to us under an unsecured promissory note, which we used for a portion of the expenses of our initial public offering.
Our sponsor was formed as a collaboration between Pacific Century and Thiel Capital. Our sponsor has received funding from entities related to Pacific Century and Thiel Capital, and, as a result, such entities also have an indirect economic interest in the consummation of our initial business combination.
It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combinationbusiness to determine executive and director compensation.
We have entered into a registration rights agreement with respect to the founder shares, private placement warrants and warrants issued upon conversion of working capital loans (if any).
We have entered into indemnity agreements with each of our officers and directors. These agreements require us to indemnify these individuals and entity to the fullest extent permitted under applicable Cayman Islands law and to hold harmless, exonerate and advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.
### Item 14
### Audit Fees
During the period from May 27, 2020 (inception) through December 31, 2020, fees for our independent registered public accounting firm were approximately $61,285 for the services Withum performed in connection with our Initial Public Offering, review of the financial information included in our Forms 10-Q for the respective periods and the audit of our December 31, 2020 financial statements included in this Annual Report on Form 10-K.
Audit-Related Fees.
During the period from May 27, 2020 (inception) through December 31, 2020, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements.
### Tax Fees
During the period from May 27, 2020 (inception) through December 31, 2020, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning.
All Other Fees
During the period from May 27, 2020 (inception) through December 31, 2020, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.
### Pre-Approval Policy
PART IV
Item 15<|endoftext|>ACQUISITION CORP. II
###
The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended September 30, 2020 was $6,200,000.
### NOTE 10SUBSEQUENT EVENTS
Based upon this review, other than as described in Note 2 and below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
Procaps
### On March 31, 2021, the Company (the
Registrant or
### SPAC
), Crynssen Pharma Group Limited, a private limited liability company registered and incorporated under the laws of Malta (the
Company
), Procaps (
### Holdco
) and OZLEM Limited, an exempted company incorporated under the laws of the Cayman Islands (
Merger Sub
) entered into a (the
).
Pursuant to the Business Combination Agreement, (i) Merger Sub will merge with and into SPAC, with SPAC surviving such merger and becoming a direct wholly-owned subsidiary of Holdco (the
### Merger
) and, in the context of the Merger, (a) all ordinary shares of SPAC, par value $0.0001 per share (
SPAC Ordinary Shares
) outstanding will be exchanged with Holdco for the right to receive ordinary shares of Holdco, nominal value $0.01 per share (
### Holdco Ordinary Shares
) pursuant to a share capital increase of Holdco, (b) the SPAC Warrants will become warrants of Holdco (
Holdco Warrants
) exercisable for Holdco Ordinary Shares, on substantially the same terms as the SPAC Warrants and (c) Holdco shall enter into an Assignment, Assumption and Amendment Agreement with SPAC and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent, to amend and assume SPACs obligations under the existing Warrant Agreement, dated October 17, 2019, to give effect to the conversion of SPAC Warrants to Holdco Warrants; (ii) immediately following consummation of the Merger and pursuant to those certain individual Contribution and Exchange Agreements, each dated as of March 31, 2021, and entered into by and among Holdco, the Company and each of the shareholders of the Company (the
### Company Shareholders
) (collectively, the
Exchange Agreements
), each of the Company Shareholders, effective on the Closing Date immediately following the Merger (the
### Exchange Effective Time
) will contribute its respective ordinary shares of the Company, nominal value $1.00 per share (
Company Ordinary Shares
) to Holdco in exchange for Holdco Ordinary Shares, and, in the case of the International Finance Corporation (
IFC
), for Holdco Ordinary Shares and redeemable B shares of Holdco (the
### Holdco Redeemable B Shares
), to be subscribed for by each such Company Shareholder (such contributions and exchanges of Company Ordinary Shares for Holdco Ordinary Shares and, with respect to IFC, Holdco Ordinary Shares and Holdco Redeemable B Shares, collectively, the
Exchange
) and Holdco will, simultaneously with the Exchange, redeem all redeemable A shares of Holdco (the
Holdco Redeemable A Shares and together with the Holdco Ordinary Shares and Holdco Redeemable B Shares, the
### Holdco Shares
) held by the Company as a result of its incorporation; (iii) as a result of the Exchange, the Company will become a direct wholly-owned subsidiary of Holdco and the Company Shareholders will become holders of issued and outstanding Holdco Shares; and (iv) immediately following the Exchange, Holdco will redeem 6,000,000 Holdco Redeemable B Shares for a total purchase price of $60,000,000 in accordance with that certain Share Redemption Agreement entered into by and between Holdco and IFC on March 31, 2021. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Business Combination Agreement.
The Company has entered into separate subscription agreements (collectively, the
### Subscription Agreements
), dated March 31, 2021, with certain investors, pursuant to which SPAC has agreed to issue and sell, in private placements to close contemporaneously with, but immediately prior to, the Merger, an aggregate of 10,000,000 SPAC Ordinary Shares, for a purchase price of $10.00 per SPAC Ordinary Share and an aggregate purchase price of $100,000,000 (the
PIPE Investment
), which will automatically be converted into Holdco Ordinary Shares at the Merger Effective Time. The Subscription Agreements give the investors customary registration and indemnification rights. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
United States Commodity Index Funds Trust (the Registrant) is filing this Amendment No.1 (the Amendment) to the Annual Report on Form10-K for the fiscal year ended December31, 2020 (the Original 10-K), which was filed with the Securities and Exchange Commission (the SEC) on February26, 2021. The Registrant is filing the Amendment for the sole purpose of correcting the description of the governing instrument of the Registrant and its existing custody, transfer agency and fund administration and accounting services agreements, including hyperlinks to such exhibits previously filed by the Registrant with the SEC and incorporated by reference herein. Accordingly, the Amendment amends and restates in its entirety Item 15 of PartIV, to reflect the foregoing, as well as to include the new certifications of the Chief Executive Officer and Chief Financial Officer in Exhibits 31.1, 31.2, 32.1, and 32.2. The Registrant has also updated the signature pageto the Amendment.
Other than as expressly set forth herein, the Amendment does not, and does not purport to, amend, update or restate the information in the Original 10-K or reflect any events that have occurred after the Original 10-K was made. Information not affected by the Amendment remains unchanged and reflects the disclosures made at the time as of which the Original Filing was made. Accordingly, this Amendment should be read together with the Original Filing and the Registrants other filings with the SEC.
### PartIV
Item 15.
1.
See Index to Financial Statements on page98.
2.
No financial statement schedules are filed herewith because (i)such schedules are not required or (ii)the information required has been presented in the aforementioned financial statements.
3.
### ExhibitIndex
Listed below are the exhibits which are filed or furnished as part of this Amendment No.1 to the Annual Report on Form10-K/A (according to the number assigned to them in Item 601 of Regulation S-K):
Exhibit
### Number
Description of Document
3.1(1)
Certificate of Statutory Trust of the Registrant.
3.2(2)
Fourth Amended and Restated Declaration of Trust and Trust Agreement.
3.3(5)
Sixth Amended and Restated Limited Liability Company Agreement of the Sponsor.
4.1(9)
Description of Securities.
10.1(7)
Formof Authorized Participant Agreement.
10.2(3)
Marketing Agent Agreement.
10.3(4)
Amendment Agreement to Marketing Agent Agreement.
10.4(6)
Formof Custody Agreement with The Bank of New York Mellon.
10.5(6)
Formof Transfer Agency and Service Agreement with The Bank of New York Mellon.
10.6(6)
Formof Fund Administration and Accounting Agreement with Administrative Agency Agreement with The Bank of New York Mellon.
10.7(8)
Amended and Restated Licensing Agreement.
10.8(8)
Amended and Restated Advisory Agreement.
23.1(9)
31.1(10)
Certification of Principal Executive Officer Pursuant to Rule13a-14(a)under the Securities Exchange Act of 1934.
31.2(10)
Certification of Principal Financial Officer Pursuant to Rule13a-14(a)under the Securities Exchange Act of 1934.
32.1(10)
Certification of Principal Executive Officer Pursuant to Section906 of the Sarbanes-Oxley Act of 2002 (18 U. S. C. 1350).
32.2(10)
Certification of Principal Financial Officer Pursuant to Section906 of the Sarbanes-Oxley Act of 2002 (18 U. S. C. 1350).
101.INS
XBRL Instance Document.
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
(1)
Incorporated by reference to the initial Registration Statement on FormS-1 (File No.333-164024) filed on December24, 2009.
(2)
Incorporated by reference to Registrants Current Report on Form8-K, filed on December15, 2017.
(3)
Incorporated by reference to Amendment No.5 to the Registrants Registration Statement on FormS-1/A (File No.333-164024) filed on July23, 2010.
(4)
Incorporated by reference to Amendment No.1 to the Registrants Registration Statement on FormS-1/A (File No.333-170844) filed on August31, 2011.
(5)
Incorporated by reference to Registrants Annual Report on Form10-K for the year ended December31, 2015, filed on March11, 2016.
(6)
Incorporated by reference to Registrants Current Report on Form8-K, filed on March30, 2020.
(7)
Incorporated by reference to Registrants Post-Effective Amendment No.2 to FormS-1 (File No.333-195018) filed on March31, 2016.
(8)
Incorporated by reference to Registrants Current Report on Form8-K, filed on April24, 2018.
(9)
Incorporated by reference to Registrants Annual Report on Form10-K for the year ended December31, 2019, filed on March13, 2020.
(10)
Filed herewith.<|endoftext|>Financial reporting, as defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control - Integrated Framework (2013) by the Committee of Sponsoring Organization of the Treadway Commission.
Subsequent to the filing of our annual report filed on February 24, 2021, management identified a material weakness in our internal control over financial reporting related to the accounting for and classification of our warrant agreements, due to the lack of an effectively designed control over the evaluation of the underlying clauses of the warrant agreement, and an insufficient understanding of the warrant agreement and accounting literature to reach a correct conclusion. As a result, we have concluded that our internal control over financial reporting was not effective as of December 31, 2020.
KPMG LLP, an independent registered public accounting firm, has audited the Companys consolidated financial statements and has issued an adverse report on the effectiveness of internal control over financial reporting, which is included herein, as a result of the material weakness identified.
(c)
There have been no changes in our internal control over financial reporting during the most recent calendar quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
(d)
### Remediation Plan
We are improving these processes to ensure that the nuances of such significant or unusual transactions are effectively evaluated in the context of the increasingly complex accounting standards. This material weakness resulted in adjustments to liability, equity and changes in fair value related to warrants.
Hostess Brands, Inc.:
We have audited Hostess Brands, Inc. and subsidiaries (the Company) internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weakness, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, stockholders equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements), and our report dated February 24, 2021, except for Notes 1, 2, 12, 13, 14, and 15, and for the restatement as to the effectiveness of internal control over financial reporting for a material weakness related to classification and measurement of warrant liabilities as to which the date is May 17, 2021, expressed an unqualified opinion on those consolidated financial statements.
A material weakness related to the accounting for and classification of the Companys warrant agreements due to the lack of an effectively designed control over the evaluation of the underlying clauses of the warrant agreement, and an insufficient understanding of the warrant agreement and accounting literature to reach a conclusion, has been identified and included in managements assessment. The material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2020 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.
### Basis for Opinion
/s/ KPMG LLP
### Kansas City, Missouri
February 24, 2021, except for the restatement as to the effectiveness of internal control over financial reporting for the material weakness related to the classification and measurement of warrant liabilities, as to which the date is May 17, 2021.
Item 9B. Other Information
### None.
Item 10.
### Item 11. Executive Compensation
Item 12.
Item 13.
### Item 14.
Part IV.
Item 15.<|endoftext|>To our Quarterly Report on Form 10-Q, filed on June 14, 2011).
10.2#
Form of Indemnification Agreement (incorporated by reference to our Current Report on Form 8-K, filed on October 29, 2015).
10.3
Clinical Trial Collaboration and Supply Agreement, dated as of May 10, 2017, by and between the Company and MSD International GmbH (incorporated by reference to Exhibit 10.11 of our Current Report on Form 10-Q, filed on June 13, 2018).
10.4#
OncoSec Medical Incorporated 2011 Stock Incentive Plan, as amended and restated, dated January 12, 2018 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed on January 12, 2018).
10.5
Assignment of Lease, dated March 9, 2018, by and between OncoSec Medical Incorporated and Vividion Therapeutics, Inc. (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed on March 22, 2018).
10.6
Sublease, dated March 9, 2018, by and between OncoSec Medical Incorporated and Vividion Therapeutics, Inc. (incorporated by reference to Exhibit 10.3 of our Current Report on Form 10-Q, filed on June 13, 2018).
10.7
Clinical Trial Collaboration and Supply Agreement between OncoSec Medical Incorporated and Merck dated May 8, 2018 (incorporated by reference to Exhibit 10.5 of our Current Report on Form 10-Q, filed on June 13, 2018).
10.8
Lease Agreement, dated February 14, 2018, between OncoSec Medical Incorporated and Mawlt Incorporated (incorporated by reference to Exhibit 10.27 on our Current Report on Form 10-K, filed on October 19, 2018).
10.9
OncoSec Medical Incorporated Change in Control Plan, effective as of June 7, 2019 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed on June 10, 2019).
10.10
Stock Purchase Agreement, dated as of October 10, 2019 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed on October 11, 2019).
10.11
Stock Purchase Agreement, dated as of October 10, 2019 (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K, filed on October 11, 2019).
10.12
Stockholder Agreement, dated as of October 10, 2019 (incorporated by reference to Exhibit 10.5 of our Current Report on Form 8-K, filed on October 11, 2019).
10.13
Stockholder Agreement, dated as of October 10, 2019 (incorporated by reference to Exhibit 10.6 of our Current Report on Form 8-K, filed on October 11, 2019).
10.14
Lease Agreement, dated November 20, 2019, between OncoSec Medical Incorporated and 3535/3565 General Atomics Court, LLC (incorporated by reference to Exhibit 10.1 of our form 10-Q, filed on December 13, 2019).
10.15
Amendment Agreement, dated as of November 26, 2019, by and between OncoSec Medical Incorporated and Grand Decade Developments Limited, (incorporated by refence to Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on November 26, 2019).
10.16
Amendment Agreement, dated as of November 26, 2019, by and between OncoSec Medical Incorporated and Sirtex Medical US Holdings, Inc., (incorporated by refence to Exhibit 10.2 of our Current Report on Form 8-K, filed with the SEC on November 26, 2019).
10.17
OConnor, dated June 24, 2021 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on June 24, 2021).
10.18
Leuthner, dated August 13, 2021 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on August 16, 2021).
21.1
Subsidiaries of the registrant (incorporated by reference to Exhibit 21.1 of our Annual Report on Form 10-K/A, filed on November 28, 2017).
23.1*
Consent of Independent Registered Public Accounting Firm, Mayer Hoffman McCann P.C.
31.1*
Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934
31.2*
Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934
32.1*
32.2*
101.INS*
XBRL Instant Document
101.SCH*
101.CAL*
101.DEF*
101.LAB*
101.PRE
* Filed herewith.
** Furnished herewith.
# Management contract or compensatory plan or arrangement.
Confidential treatment has been granted or requested with respect to portions of this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934 and these confidential portions have been redacted from the filing that is incorporated by reference. A complete copy of this exhibit, including the redacted terms, has been separately filed with the Securities and Exchange Commission.
+ Certain confidential portions of this exhibit have been omitted pursuant to Item 601(b) of Regulation S-K. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
### EXPLANATORY NOTE
Oakree Acquisition Corp. II (the Company) is filing this Amendment No.1 on Form 10-K/A (the Amendment) to amend and restate certain items in its Annual Report on Form 10-K as of December31, 2020 for the period from August5, 2020 (inception) through December31, 2020, originally filed with the U.S. Securities and Exchange Commission (the SEC) on March31, 2021 (the Original 10-K).
Background of Restatement
On May 12, 2021, the Companys management, after consultation with the audit committee of the Companys Board of Directors (the Audit Committee), concluded that it is appropriate to restate (i)certain items on the Companys previously issued audited balance sheet dated as of September21, 2020, which were included in the Companys Current Report on Form 8-K filed with the SEC on September25, 2020 (the IPO Closing 8-K), (ii)the Companys previously issued unaudited financial statements as of September30, 2020 and for the period from August5, 2020 (inception) to September30, 2020, which were included in the Companys Quarterly Report on Form 10-Q for such period filed with the SEC on November13, 2020 (the Quarterly Report), and (iii)the Companys previously issued audited financial statements as of December31, 2020 and for the period from August5, 2020 (inception) through December31, 2020, which were included in the Original 10-K.
As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i)the 6,250,000 redeemable warrants (the Public Warrants) that were included in the units issued by the Company in its initial public offering (the IPO) and (ii)the 4,666,667 warrants that were issued to the Companys sponsor in a private placement that closed concurrently with the closing of the IPO (together with the Public Warrants, the Warrants). As a result of the change in the classification of the Warrants, the Company expensed a portion of the offering costs incurred as part of the IPO that related to the Warrants.
### Fair Value Measurement
Effects of Restatement
As a result of the factors described above, the Company has included in this Amendment: (i)certain restated items on the previously issued balance sheet dated as of September21, 2020, the date that the IPO closed, that were previously reported in the IPO Closing 8-K, (ii)restated financial statements as of September30, 2020 and for the period from August5, 2020 (inception) to September30, 2020, that were previously reported in the Quarterly Report and (iii)restated financial statements as of December31, 2020 and for the period from August5, 2020 (inception) through December31, 2020 that were previously reported in the Original 10-K, to restate the following non-cash items: understatement of liabilities and overstatement of temporary equity by approximately $12.8 million, $14.0 million and $21.4 million as of September21, 2020,September30, 2020 and December31, 2020, respectively; understatement of additional paid-in capital and accumulated deficit by approximately $0.4 million, $1.6 million and $9.0 as of September21, 2020,September30, 2020 and December31, 2020, respectively;
$1.6 million and $9.0 million for the period from August5, 2020 (inception) through September30, 2020 and August5, 2020 (inception) through December31, 2020, respectively; and understatement of basic and diluted net loss per share, non-redeemable ordinary shares of $0.28 and $1.49 for the period from August5, 2020 (inception) through September30, 2020 and August5, 2020 (inception) through December31, 2020, respectively.
The restatement of the financial statements had no impact on the Companys liquidity, cash position or investments held in the Trust Account.
See Note 2 to the Notes to Consolidated Financial Statements included in Part II, Item8 of this Amendment for additional information on the restatements and the related financial statement effects.
Due solely to the events that led to the restatement described above, the Companys management identified a material weakness in its internal control over financial reporting. The SEC defines a material weakness in internal controls over financial reporting as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected and corrected on a timely basis. For a discussion of managements consideration of the material weakness identified, see Item9A.
Items Amended
The following items are amended in this Amendment: (i)Part I, Item1A. Risk Factors; (ii)Part II, Item7. (iii)Part II, Item8. (iv)Part II, Item9A. Controls and Procedures; and (v)Part IV, Item15.<|endoftext|>### EXPLANATORY NOTE
Company
, we
, our or us
### Amendment No.1
, the
### Amendment or this
Annual Report
), to amend our Annual Report on Form 10-K for the period ended December31, 2020, originally filed with the Securities and Exchange Commission (the
SEC
) on March30, 2021 (the
### Original Filing
We are also restating the financial statement as of October 6, 2020 (collectively, the
Original Financial Statements
), in the accompanying financial statements included in this Annual Report.
### Restatement Background
On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the
Staff Statement
). The Staff Statement discussed certain features of warrants issued in SPAC transactions that may be common across many entities. The Staff Statement indicated that when one or more of such features is included in a warrant, the warrant should be classified as a liability measured at fair value, with changes in fair value each period reported in earnings.
This Amendment reflects the correction of the following errors identified in light of the Staff Statement, subsequent to the filing of the Original Financial Statements (see Note 2 and Note 7 of the notes to the financial statements included herein for more details on the impact of the restatement on our financial statements).
In the Original Financial Statements, the Company classified the public warrants and private placement warrants issued in connection with the Companys initial public offering (the Warrants) as equity-linked financial instruments. As a result, the Warrants should have classified the Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants and recognize changes in fair value from the prior period in the Companys operating results for the current period.
As a result, on May 16, 2021, the audit committee of the Company (the
### Audit Committee
), based on the recommendation of and after consultation with management, concluded that its audited financial statements as of and for the year ended December 31, 2020, as reported in the Original Filing, should no longer be relied upon based on the reclassification of warrants as described above. Similarly, the related Report of Independent Registered Public Accounting Firm dated March 30, 2021 on the financial statements as of and for the year ended December 31, 2020 should no longer be relied upon. The Companys accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Companys previously reported investments held in trust or cash.
The Company has not amended its Original Financial Statements for the periods affected by the restatement.
The restatement is more fully described in Note 2 and Note 7 of the notes to the financial statements included herein.
In addition, as required by Rule12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Companys principal executive officer and principal financial officer are filed as exhibits (in Exhibits 31.1, 31.2, 32.1 and 32.2) to this Amendment under Item 15 of PartIV hereof.
Following the issuance of the Staff Statement and in connection with the restatement, the Companys management has re-evaluated the effectiveness of the Companys disclosure controls and procedures and internal control over financial reporting as of December31, 2020. The Companys management has concluded that the Company's disclosure controls and procedures and internal control over financial reporting were not effective as of December31, 2020, due to a material weakness in internal controls over financial reporting solely related to the accounting for warrants described above.
The material weakness is more fully described in Item 9A: Controls and Procedure, contained herein.
For the convenience of the reader, this Amendment sets forth the Original Filing in its entirety, as amended to reflect the restatement. No attempt has been made in this Amendment to update other disclosures presented in the Original Filing, except as required to reflect the effects of the restatement.
Part II Item 5.
Part II Item 7.
Part II Item 9A. Controls and Procedures.
Part IV Item 15.<|endoftext|>Adjustments that were recorded in the quarter ended December 31, 2020. Material weaknesses create a reasonable possibility that a material misstatement of account balances or disclosures in annual or interim consolidated financial statements may not be prevented or detected in a timely manner. Accordingly, our management concluded that the control deficiencies represent material weaknesses in our internal control over financial reporting and, therefore, our internal control over financial reporting was not effective as of December 31, 2020.
The Companys independent registered public accounting firm, BDO USA, LLP, which audited the 2020 consolidated financial statements included in this Form 10-K, has expressed an adverse opinion on the operating effectiveness of the Company's internal control over financial reporting. BDO USA, LLPs report appears on pages F-2 to F-6 of this Form 10-K.
### Remediation Plan
We are working to remediate the material weaknesses through the development and implementation of more formal policies, processes and documentation procedures relating to our financial reporting as well as the hiring of additional accounting personnel and the training of new personnel and existing personnel in new roles on proper execution of designed control procedures. We believe that our remediation plan will be sufficient to remediate the identified material weaknesses and strengthen our internal control over financial reporting. However, as we continue to evaluate, and work to improve, our internal control over financial reporting, management may determine that additional measures to address control deficiencies or modifications to the remediation plan are necessary. Therefore, we cannot assure you when the Company will remediate such weaknesses, nor can we be certain that additional actions will not be required or the costs of any such additional actions. Moreover, we cannot assure you that additional material weaknesses will not arise in the future.
The material weaknesses described above were identified after December 31, 2020. The Company is in the process of implementing certain changes in its internal controls to remediate the material weaknesses described above. The implementation of the material aspects of this remediation began in the first quarter of fiscal year 2021; therefore, there were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially effect, our internal control over financial reporting.
### Item 9B.Other Information
None.
PART III
Item 10.
The information required in response to this Item will be set forth in our Proxy Statement for our 2021 Annual Meeting of Stockholders (Proxy Statement) under the captions Proposal One: Election of Directors, Corporate Governance Matters, Delinquent Section16(a)Reports, Corporate Governance MattersCode of Conduct and Code of Ethics, Corporate Governance MattersCorporate Governance and Nominating Committee, and Corporate Governance MattersAudit Committee.
### Item 11. Executive Compensation
The information in response to this Item will be set forth in our Proxy Statement under the captions Director Compensation, Executive Compensation, Corporate Governance MattersCompensation Committee, and Executive CompensationCompensation Committee Report.
Item 12.
Except as set forth below, the information required in response to this Item will be set forth in our Proxy Statement under the caption Security Ownership of Certain Beneficial Owners and Management.
### Equity Compensation Plans
The following table summarizes information about the equity securities authorized for issuance under our compensation plans as of December 31, 2020.For a description of these plans, please see Note 16 to the consolidated financial statements in Item 8 of this Form 10-K.
a.
The weighted-average exercise price is only applicable to stock options.
b.
The number of securities remaining available for future issuance for stock options, restricted stock units, and stock awards for non-employee directors is approved in total and not individually with respect to these items.
Item 13.
The information required in response to this Item will be set forth in our Proxy Statement under the captions Corporate Governance MattersDirector Independence and Corporate Governance MattersRelated Party Transaction Policies and Procedures.
The information in response to this Item will be set forth in our Proxy Statement under the caption Proposal Three: Ratification of Selection of Independent Registered Accounting FirmFees of Independent Registered Public Accounting Firm.
PART IV
Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
The promissory notes, on the earlier of the July 31, 2023 maturity date or upon the liquidation, redemption sale or issuance of a dividend upon the LLC interests in CPF MF 2019-1 LLC, a Texas limited liability company of which CPF GP is the general partner. The terms of the Galvin Note, however, provide that all interest payments due to Mr. Galvin under the Galvin Note shall be paid directly to, and for the benefit of, the Company. In connection with the issuance of the Company Note and the Galvin Note, CPF GP, the Company and Mr. Galvin entered into a Security Agreement, dated January 21, 2020, pursuant to which CPF GP granted a security interest in its LLC interests in CPF MF 2019-1 LLC to the Company and Mr. Galvin to secure its obligations thereunder.
On January 31, 2020, Mahesh Shetty, the Companys former President and Chief Financial Officer (Former Employee), filed suit against the Company and its Chairman and Chief Executive Officer, Paul Galvin, claiming (i) $372,638 in unpaid wages and bonuses and (ii) $300,000 due in severance (hereafter the Action). The Former Employee has also named the Companys third party payroll processing company Staff-One as a co-defendant. The Company maintains that the Former Employee agreed to accept (and did receive) restricted stock units of the Companys common stock in full satisfaction and payment of all alleged unpaid wages and bonuses that are claimed in the Action, and/or has otherwise been paid in full for all amounts claimed. The Company further maintains that the Former Employees employment agreement precludes any entitlement to or liability for severance. On March 25, 2020, the Former Employee filed an amended complaint raising additional claims of retaliation and indemnification. The Company denies the merits of the claims set forth in the Former Employees amended complaint and/or asserts that valid defenses preclude any recovery, and intends to vigorously defend against the Action. Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance. The Company is currently unable to predict the possible loss or range of loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the condensed consolidated financial statements.
Our Board of Directors undertook a review of the independence of the members of our Board of Directors and considered whether any director has a material relationship with our company that could compromise his ability to exercise independent judgment in carrying out his responsibilities. Based on such review, the Board has determined that each of Messrs. Blumenfeld and Melton, and Ms. Coleman qualifies as independent in accordance with applicable Nasdaq Listing Rules and SEC rules and regulations. See the section of this Annual Report on Form 10-K/A entitled Part IIIItem 10. Directors, Executive Officers and Corporate GovernanceThe Board and its CommitteeDirector Independence for a more detailed discussion of our independent directors.
Item 14.
The following table sets forth the aggregate fees for professional service rendered by Whitley Penn for each of the last two fiscal years:
(1)
Audit fees include fees paid to Whitley Penn for professional services rendered for the audit for our annual financial statements and reviews of the financial statements included in our Quarterly Reports on Form 10-Q and fees related to securities registration statements and related comfort letter procedures.
(2)
Audit-related fees principally involve other assurance and related services.
(3)
Tax services include tax compliance and tax planning consulting services. No tax services were performed for us by Whitley Penn in 2020 or 2019.
(4)
No other services were performed for us by Whitley Penn in 2020 or 2019.
As discussed in Part IIIItem 10. The Board and its CommitteesBoard and Committee ResponsibilitiesAudit Committee, the Audit Committee has implemented pre- approval procedures consistent with the rules adopted by the SEC. The Audit Committee has determined that the provision of the services by Whitley Penn reported hereunder had no impact on its independence.
### Part IV
Item 15.
(a)(3)
### Exhibits.
The exhibits listed in the Exhibit Index of the Original Filing and the exhibits listed in the Exhibit Index of this Amendment No. 1 to this Annual Report on Form 10-K/A appearing below after the Signature page are filed with, or incorporated by reference in, this Amendment No. 1 to this Annual Report on Form 10-K/A.
Item 16.
### Form 10-K Summary
Not Applicable.
SIGNATURE
### EXHIBIT INDEX
The following Exhibits are included in this Amendment No. 1
*
Filed herewith.<|endoftext|>Statement on Form S-2 dated November 14, 2005, File No. 333-126589).
(c)
Agreement of Resignation, Appointment and Acceptance dated as of May 28, 1993 between the Company, The First National Bank of Gainesville, and Columbus Bank and Trust Company (incorporated by reference to Exhibit 4(c) to the Companys Post-Effective Amendment No. 1 to the Registration Statement on Form S-2 dated June 8, 1993, File No. 33-49151).
(d)
Modification of Indenture, dated March 30, 1995, by and among Columbus Bank and Trust Company, Synovus Trust Company and the Company (incorporated by reference to Exhibit 4(b) to the Companys Form 10-K for the year ended December 31, 1994).
(e)
Second Modification of Indenture dated December 2, 2004 by and among Synovus Trust Company and the Company (incorporated by reference to Exhibit 4(e) to the Registration Statement on Form S-2 dated July 14, 2005, File No. 333-126589).
(f)
Bank National Association (incorporated by reference to Exhibit 4(a) to the Companys Registration Statement on Form S-1 dated December 27, 2007, File No. 333-148331).
(g)
Third Modification of Indenture dated March 26, 2010 by and between U.S. Bank National Association and the Company (incorporated by reference to Exhibit 4(h) to the Companys Form 10-K for the year ended December 31, 2009).
(h)
Tri-party Agreement by and among the Company, Synovus Trust Company and U.S. Bank National Association (incorporated by reference to Exhibit 4(i) to the Companys Form 10-K for the year ended December 31, 2009).
(i)
Fourth Modification of Indenture dated March 26, 2010 by and between U.S. Bank National Association and the Company (incorporated by reference to Exhibit 4(j) to the Companys Form 10-K for the year ended December 31, 2009).
(j)
Form of Series 1 Variable Rate Subordinated Debenture (incorporated by reference to Exhibit 4(b) to Pre-Effective Amendment No. 333-173684).
(k)
Bank National Association as of April 3, 2008 (incorporated by reference to Exhibit 4(a) to Pre-Effective Amendment No. 333-173685).
(l)
Form of Senior Demand Note (incorporated by reference to Exhibit 4(b) to Pre-Effective Amendment No. 333-173685).
(m)
Form of Overdraft Protection Agreement, Security Agreement and Assignment (incorporated by reference to Exhibit 4(c) to Pre-Effective Amendment No. 333-173685).
(n)
Form of Senior Demand Note Check Redemption Agreement (incorporated by reference to Exhibit 4(d) to Pre-Effective Amendment No. 333-173685).
(o)
Form of Check (incorporated by reference to Exhibit 4(e) to Pre-Effective Amendment No. 333-173685).
10.
(a)
Amended and Restated Loan and Security Agreement, dated as of November 19, 2019, by and among the Company, Wells Fargo Bank, N.A., as Agent for the lenders, and other financial institutions from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed with the SEC on November 22, 2019).
10.
(b)
First Amendment to Amended and Restated Loan and Security Agreement, dated as of August 17, 2020, by and among the Company, Wells Fargo Bank, N.A., as agent for the lenders, and other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed with the SEC on August 19, 2020).
10.
(c)
Second Amendment to Amended and Restated Loan and Security Agreement, dated as of March 25, 2021, by and among the Company, Wells Fargo Bank, N.A., as Agent for the lenders, and other financial institutions from time to time party thereto
(d)
Director Compensation Summary Term Sheet.
*
(e)
### Form of the Companys
Executive Bonus Plan.
*
13.
Annual Report.
21.
Subsidiaries of the Company (incorporated by reference to Exhibit 21 to the Companys Form 10-K for the year ended December 31, 2010).
23.
### Consent of
Independent Registered Public Accounting Firm.
31.1
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 1934.
31.2
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 1934.
32.1
Certification of Principal Executive Officer Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
101.INS
101.SCH
101.CAL
101.LAB
101.PRE
101.DEF
Certification of Principal Financial Officer Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
XBRL Instance Document.
### XBRL Taxonomy Extension Schema Document.
XBRL Taxonomy Extension Label Linkbase Document.
*
Management contract or compensatory plan or arrangement filed pursuant to Item 601(b)(10)(iii) of Regulation S-K.
Item 16.
FORM 10-K SUMMARY:
NONE.<|endoftext|>Founder shares outstanding at November5, 2019.
Our sponsor purchased an aggregate of 665,000 placement units at a price of $10.00 per unit for an aggregate purchase price of $6,250,000. There are no redemption rights or liquidating distributions from the trust account with respect to the founder shares, placement shares or placement warrants, which will expire worthless if we do not consummate a business combination by November5, 2021.
We pay our sponsor, a total of $10,000 per month for office space, utilities and secretarial and administrative support.
For the period from August 9, 2019 (inception) through December 31, 2020, we incurred $138,387 in such fees.
Other than the foregoing, no compensation of any kind, including any finders fee, reimbursement, consulting fee or monies in respect of any payment of a loan, is paid by us to our sponsor, officers or directors or any affiliate of our sponsor, officers or directors prior to, or in connection with any services rendered in order to effectuate, the consummation of an initial business combination (regardless of the type of transaction that it is). Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors, or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.
In addition, in order to finance transaction costs in connection with an intended initial business combination, such as the Katapult Business Combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, such as the Katapult Business Combination, we will repay such loaned amounts.
The holders of the founder shares, placement units, and units that may be issued upon conversion of working capital loans (and in each case holders of their component securities, as applicable) have registration rights to require us to register a sale of any of our securities held by them.
For more information about the Katapult Business Combination, the Merger Agreement and the other contemplated agreements related to the Katapult Business Combination, see Item 1. Business.
### Related Party Policy
### Director Independence
Matza and Kekedjian and Ms. Glossman are independent directors as defined in the Nasdaq listing standards and applicable SEC rules.
### Item14
Withum acts as our independent registered public accounting firm. The following is a summary of fees paid or to be paid to Withum for services rendered.
### Audit Fees
The aggregate fees billed by Withum for year ended December 31, 2020 and August 9, 2019 (inception) through December 31, 2019 totaled approximately $55,190 and $36,800, respectively, for the services Withum performed in connection with our initial public offering, Forms 10-Q for the respective periods and the audit of our December 31, 2020 and 2019 financial statements included in this Annual Report on Form 10-K/A.
Audit-Related Fees
We did not pay Withum for consultations concerning financial accounting and reporting standards the year ended December 31, 2020 and for the period from August 9, 2019 (inception) through December 31, 2019.
### Tax Fees
For the period from August 9, 2019 (inception) through December 31, 2019, Withum did not render services to us for tax compliance, tax advice and tax planning, but did render such services to us for the year ended December 31, 2020. The aggregate tax fees paid to Withum for such services for the years ended December 31, 2020 and December 31, 2019 was $ 5,495 and $0, respectively.
All Other Fees
For the year ended December 31, 2020 and for the period from August 9, 2019 (inception) through December 31, 2019, there were no fees billed for products and services provided by Withum other than those set forth above.
Our audit committee has determined that the services provided by Withum are compatible with maintaining the independence of Withum as our independent registered public accounting firm.
### Pre-Approval Policy
As a result, the audit committee did not pre-approveall of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forwardbasis, the audit committee has and will pre-approveall auditing services and permitted non-auditservices to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-auditservices described in the Exchange Act which are approved by the audit committee prior to the completion of the audit)
PART IV
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### explanatory note
This Amendment No. 1 on Form 10-K/A is filed solely to amend and restate
Item
12 in Part III of the Form 10-K for the fiscal year ended on December 31, 2020, which was filed on March 30, 2020 (the Form 10-K), in order to correct certain numbers in the Security Ownership of Certain Beneficial Owners table. This Amendment No. Pursuant to Rule12b-15under theSecurities Exchange Act of 1934, as amended, this Amendment No.
### PART III
Item 12.
The following table sets forth information with respect to the beneficial ownership of our Class A common stock and Class B common stock, giving pro forma effect to the Corporate Conversion, as of March 30, 2021 by: each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of common stock (other than named executive officers and directors); each of our directors;
The number of shares beneficially owned by each stockholder is determined in accordance with the rules issued by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. Except as indicated in the footnotes below, we believe, based on the information furnished to us, that the individuals and entities named in the table below have sole voting and investment power with respect to all shares of Class A common stock and/or Class B common stock beneficially owned by them, subject to any community property laws.
Percentage ownership of our Class A common stock and Class B common stock is based on 3,254,077 shares of Class A common stock and 15,702,834 shares of Class B common stock as of March 30, 2021. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of Class A common stock subject to options, restricted units, warrants or other rights held by such person that are currently exercisable or will become exercisable within 60 days of March 30, 2021 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person.
Unless otherwise indicated, the address of each beneficial owner listed below is c/o Longeveron Inc., 1951 NW 7 th
Ave, Suite 520, Miami, FL 33136. To our knowledge, there is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.
*
Less than 1%
(1)
Percentage of total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, as a single class. The holders of our Class B common stock are entitled to five (5) votes per share, and holders of our Class A common stock are entitled to one (1) vote per share. See the section titled Description of Capital Stock Common Stock Voting Rights for additional information about the voting rights of our Class A common stock and Class B common stock.
(2)
DS MED LLC is a Delaware limited liability company for which Donald M. Soffer, a member of our Board, serves as the sole manager and a member. Mr. Soffer disclaims beneficial ownership except to the extent of his pecuniary interest. Shares of Class A common stock consist of 100,000 shares purchased in the IPO by DS MED LLC.
(3)
Mr. Soffer is a member of the board of directors.
(4)
Includes 12,000 shares of Class A common stock purchased in the IPO and 1,000 shares of Class A common stock purchased in the open market. Dr. Hare is a member of the Board and CSO. Dr.
(5)
Includes 894 shares of Class A common stock owned by Global Vision Communications, LLC, where Mr. Hare is the managing member. Mr. Hare is a member of the Board. Mr.
(6)
Mr. Losordo is a member of the board of directors.
(7)
Shares of Class A common stock consist of 17,836 shares owned by EB Pharm, LLC, an entity owned by Mr. Borger. Mr. Borger is a member of the Board. Mr. Borger disclaims beneficial ownership except to the extent of his pecuniary interest.
(8)
Ms. Ross is a member of the board of directors.
(9)
Mr. Green is the Chief Executive Officer.
(10)
Mr. Clavijo is the Chief Financial Officer.
(11)
Mr. Lehr is the International Executive Director, General Counsel, and Secretary.
ITEM 15.
#
*
Portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).
**
Previously filed or furnished (as applicable) as an exhibit to the Companys Annual Report on Form 10-K filed on March 30, 2021.<|endoftext|>(5)
Mr. Mr.
(8)
Includes 97,464 shares of common stock underlying PIPE Units consisting of PIPE Warrants to purchase 25,000 shares of common stock and PIPE Debentures in the principal amount of $250,000.
(9)
Includes 2,000,000 shares of common stock underlying Private Placement Warrants which may be exercised commencing 30 days after the Closing, 300,000 shares of common stock underlying PIPE Warrants and 869,565 shares of common stock underlying PIPE Debentures in the principal amount of $3,000,000.
(11)
(12)
Yoseloff, Eric P. Epstein, Avram Z. Blackwell, Patrick W. Dennis, Gabriel T. Schwartz, Zachary Z. Altschuler, Joshua D. Morris and Suzanne K. Gibbons and (v) Mr. Anthony A.
Item 13.
In May 2016, the Sponsor purchased 10,000 shares of our common stock for an aggregate purchase price of $11.00. In May 2017, the Sponsor and certain other persons purchased an aggregate of 7,177,500 shares of our common stock for an aggregate purchase price of $24,990 in cash, or approximately $0.0035 per share. In June 2017, the Sponsor transferred 1,575,000 Founder Shares to MasTec for the same purchase price originally paid for such shares. In July 2017, the Sponsor transferred 27,000 Founder Shares to each of our independent directors, and we effected a stock dividend with respect to our common stock of 575,000 shares thereof, resulting in our Initial Stockholders holding an aggregate of 7,762,500 Founder Shares.
Simultaneously with the closing of our initial public offering and the over-allotment option, the Sponsor, MasTec and EBC purchased from us an aggregate of 10,512,500 Private Placement Warrants for a total purchase price of $10,512,500, each in a private placement. Each Private Placement Warrant entitles the holder to purchase of one share of common stock at $11.50 per share. Continental Stock Transfer & Trust Company deposited the purchase price into the Trust Account simultaneously with the consummation of the initial public offering. The Private Placement Warrants are identical to the warrants sold as part of the units in our initial public offering, except that the Private Placement Warrants: (i) will not be redeemable by us and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchasers or any of their permitted transferees.
Mock and affiliated with Navigation. The Management Services Agreement was terminated in connection with the consummation of the Business Combination.
### Related Party Policy
Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our shares of common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).
### Director Independence
Mock, Ellis, Krapek, Lockhart, Baks and Ms. Shank are independent directors as defined in the Nasdaq listing.
Item 14.
As reported on the Companys Current Report on Form 8-K filed April 7, 2020, the Company had a change of auditor for the fiscal year ended March 31, 2020.
The aggregate fees billed to our Company by Marcum LLP and UHY LLP for the year ended March 31, 2020 and for the year ended March 31, 2019 are as follows:
(1)
Audit Fees consist of fees incurred for the audits of our annual financial statements and financial statements included in our registration statement on Form S-1, for the review of our unaudited interim consolidated financial statements included in our quarterly reports on Form10-Q for the first three quarters of the fiscal year and for fees incurred related to other SEC filings.
(2)
Audit-Related Fees consist of fees incurred for accounting consultations, due diligence in connection with planned acquisitions and research services.
(3)
(4)
Our audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by UHY LLP, including the fees and terms thereof (subject to the de minimus exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). The audit committee may form and delegate authority to one or more of its members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such members to grant pre-approvals shall be presented to the audit committee at its next scheduled meeting.
### PART IV
Item 15.<|endoftext|>Version), 1961) allows, a tax deduction for research and development expenses, including capital expenses, for the year in which they are paid. Such expenses must relate to scientific research in industry, agriculture, transportation or energy, and must be approved by the relevant Israeli government ministry, determined by the field of research. Furthermore, the research and development must be for the promotion of the companys business and carried out by or on behalf of the company seeking such tax deduction. However, the amount of such deductible expenses is reduced by the sum of any funds received through government grants for the finance of such scientific research and development projects. As for expenses incurred in scientific research that is not approved by the relevant Israeli government ministry, they will be deductible over a three-year period starting from the tax year in which they are paid. The Companys Israeli subsidiary intends to submit a formal request to the relevant Israeli government ministry in order to obtain such approval for 2019 - 2020.
m.
Tax benefits under the Law for the Encouragement of Industry (Taxes), 1969:
The Companys Israeli subsidiary claims currently to be qualified as industrial company as defined by this law and as such, is entitled to certain tax benefits, consisting mainly of accelerated depreciation and amortization of patents and certain other intangible property.
NOTE 23:-
FINANCIAL EXPENSES (INCOME), NET
F-53
SOLAREDGE TECHNOLOGIES, INC.
AND ITS SUBSIDIARIES
### NOTES TO
U.S.
NOTE 24:-
SEGMENT, GEOGRAPHIC, MAJOR CUSTOMER AND PRODUCT INFORMATION a.
### Segment Information:
Following the completion of three acquisitions during 2018 and 2019, the Company has changed its segments measurement, beginning in 2019. The purpose of the new measurement is to provide the Companys chief operating decision maker (CODM) better information to asses segment performance and to make resource allocation decisions. The Company now operates in five different operating segments: Solar, Critical Power (formerly known as UPS), Energy Storage, e-Mobility and Automation Machines.
The Company's Chief Executive Officer, who is the CODM, makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis, accompanied by disaggregated information about revenues and contributed profit by the operating segments.
Segment profit is comprised of gross profit for the segment less operating expenses that do not include amortization, stock based compensation expenses and certain other items.
The Company manages its assets on a group basis, not by segments, as many of its assets are shared or commingled. The Companys CODM does not regularly review asset information by segments and, therefore, the Company does not report asset information by segment.
The Company identified one operating segment as reportable the Solar segment. The other operating segments are insignificant individually and therefore their results are presented together under All other.
The Solar segment includes the design, development, manufacturing, and sales of an intelligent inverter solution designed to maximize power generation at the individual PV module level. The solution consists mainly of the Companys power optimizers, inverters and cloud-based monitoring platform.
The All other category includes the design, development, manufacturing and sales of UPS products, energy storage products, e-Mobility products and automated machines.
Intersegment sales are a source of revenue for one of the operating segments included in the All other category. The Company accounts for intersegment sales as if the sales were to third parties, that is, at current market prices.
The following table presents information on reportable segments profit (loss) for the period presented:
F-54
SOLAREDGE TECHNOLOGIES, INC.
AND ITS SUBSIDIARIES
### NOTES TO
U.S.
NOTE 24:-
SEGMENT, GEOGRAPHIC, MAJOR CUSTOMER AND PRODUCT INFORMATION (Cont.)
The following table presents information on reportable segments reconciliation to consolidated revenues for the periods presented:
The following table presents information on reportable segments reconciliation to consolidated operating income for the periods presented:
The All other segment results were immaterial for the year ended December 31, 2018.
b.
Revenues by geographic, based on Customers location:
(*) Except for Netherlands
F-55
SOLAREDGE TECHNOLOGIES, INC.
AND ITS SUBSIDIARIES
### NOTES TO
U.S.
NOTE 24:-
SEGMENT, GEOGRAPHIC, MAJOR CUSTOMER AND PRODUCT INFORMATION (Cont.) c.
Revenues by product: d.
### Long-lived assets by geographic location:
(*) Long-lived assets are comprised of property and equipment, net and Operating lease right-of-use assets, net.
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### EXPLANATORY NOTE
GreenVision Acquisition Corp. 1 or this Amendment), to amend our Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March 16, 2021, or the Original Filing, to restate our financial statements as of and for the year ended December 31, 2020. We are also restating the consolidated financial statements as of December 31, 2019 and for the period September 11, 2019 (inception) through December 31, 2019; as of November 21, 2019; and as of and for the periods ended March 31, 2020, June 30, 2020 and September 30, 2020, in the accompanying financial statements included in this Annual Report (collectively, the Original Financial Statements).
In the Original Financial Statements, the Company classified the public warrants (the Public Warrants) and private placement warrants (the Private Warrants and together with the Public Warrants, the Warrants) issued in connection with the Companys initial public offering as equity instruments. Upon further consideration of the rules and guidance, management of the Company concluded that the Private Warrants are precluded from equity classification. As a result, the Private Warrants should be recorded as liabilities on the balance sheet and measured at fair value at inception and on a recurring basis in accordance with ASC 820,
As a result, on May 11, 2021, after consultation with Marcum LLP, the Companys independent registered public accounting firm, the audit committee of the Companys board of directors concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.
The Companys accounting for the Private Warrants as components of equity instead of as derivative liabilities did not have any effect on the Companys previously reported investments held in trust, cash flows or cash.
The Company has not amended its previously filed Current Report on Form 8-K filed on November 27, 2019 or the previously filed period reports for the periods affected by the restatement.
In addition, the Company included on the cover page of this Amendment the additional auditor attestation which was inadvertently omitted from the Original Filing. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Companys principal executive officer and principal financial officer are filed as exhibits (in Exhibits 31.1, 31.2, and 32) to this Amendment under Item 15 of Part IV hereof.
On March 16, 2021, we received a letter from The Nasdaq Listing Qualifications Staff of the Nasdaq Stock Market stating that the Staff of Nasdaq granted the Company an extension of time until June 29, 2021 to regain compliance with Listing Rule 5620(a). On April 8, 2021, the Company entered into Amendment No. 1 (the Merger Agreement Amendment) to that certain Merger Agreement and Plan of Reorganization entered into on February 8, 2021 (the Merger Agreement) with Helbiz, Inc., a Delaware corporation (Helbiz) and the other parties to the Merger Agreement in order to make certain changes as described in greater detail in a Current Report on Form 8-K filed April 9, 2021. Furthermore, on May 12, 2021, the Companys shareholders approved an amendment to its amended and restated certificate of incorporation (the Charter Amendment) to extend the date by which the Company must complete its initial business combination from May 21, 2021 to August 19, 2021, unless subsequently extended for up to an additional maximum of six months in accordance with the terms of such Charter Amendment. The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on May 12, 2021. The impacts of these events are also reflected in this Amendment.
ii
### Restatement Background
This Amendment reflects the correction of the errors identified in light of the Public Statement, subsequent to the filing of the Original Financial Statements (see Item 8 and Note 2 of the notes to the financial statements included herein for more details on the impact of the restatement errors on our financial statements).
This Amendment No. 1 to the Annual Report on Form 10-K/A is intended to serve as a comprehensive amendment to amend and restate our financial statements and related footnote disclosures as of December 31, 2020. Except as described above in this Explanatory Note, no attempt has been made in Amendment No. 1 to update other disclosures presented in the Original Filing, except as required to reflect the effects of the restatement. Accordingly, the following items of the Original Filing are amended and restated in this Amendment:
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15.<|endoftext|>Interpace BioSciences, Inc. (the Company, we, us, or our) is filing this Amendment No. 2 on Form 10-K/A (this Amendment) to its annual report on Form 10-K for the fiscal year ended December 31, 2020, which was originally filed on April 1, 2021, as amended on April 29, 2021 (the Original Filing), to amend and restate Item 9A of Part II, Controls and Procedures, with respect to our conclusions regarding our internal control over financial reporting.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), new certifications of our principal executive officer and principal financial officer are also being filed as exhibits to this Amendment. The Amendment does not include any changes to the consolidated financial statements and, except as specifically noted above, this Amendment does not modify or update disclosures in the Original Filing. Accordingly, this Amendment does not reflect events occurring after the filing of the Original Filing or modify or update any related or other disclosures.
PART II
ITEM 9A
### CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the Companys management, with the participation of the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), carried out an evaluation of the effectiveness of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, the CEO and CFO concluded at that time that the Companys disclosure controls and procedures were ineffective as of the end of the period covered by this report.
In light of the restatement of the Companys consolidated financial statements for the years ended December 31, 2019 and 2018 relating to the amortization and the impairment of certain intangible assets, the Companys management, with the participation of the CEO and the CFO, have reevaluated the Companys disclosure controls and procedures as of December 31, 2020, including whether the errors identified were the result of a material weakness in the Companys internal control over financial reporting. As a result, the CEO and CFO concluded that the disclosure controls and procedures were not effective as of December 31, 2020 as a result of this material weakness.
### Remediation Plan
- The Company plans to amend its control activities designed to mitigate the significant risks identified, including updating its policies and procedures regarding the recognition of asset impairments, specifically to review the procedures identifying and considering all outside triggering events that can cause such impairments. The Company believes implementation of these processes and appropriate testing of their effectiveness will remediate this material weakness.
All internal control systems, no matter how well designed, have inherent limitations including the possibility of human error and the circumvention or overriding of controls. Accordingly, even those systems determined to be effective can provide us only with reasonable assurance with respect to financial statement preparation and presentation.
Our internal control system was designed to provide reasonable assurance to our management and Board regarding the preparation and fair presentation of published financial statements. Management evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Control Integrated Framework in 2013.
In light of the restatement of the Companys consolidated financial statements for the years ended December 31, 2019 and 2018 relating to the amortization and the impairment of certain intangible assets, the Companys management, with the participation of the CEO and the CFO, have reevaluated the Companys internal control over financial reporting.
Management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2020 and concluded that it is not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP as a result of this material weakness.
There were no changes in internal control over financial reporting that occurred during the fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
### EXHIBIT INDEX
Exhibit
No.
Description
31.1*
Certification of Principal Executive Officer, pursuant to 18 U.S.C.
31.2*
Certification of Principal Financial Officer, pursuant to 18 U.S.C.
*
Filed herewith.<|endoftext|>### Explanatory Note
This Amendment No. 2 to the Annual Report on Form 10-K (this
### Amendment or
Form 10-K/A
) amends the Annual Report on Form 10-K of Verra Mobility Corporation (the
### Company
) for the year ended December 31, 2020, originally filed with the Securities and Exchange Commission (the
SEC
) on March 1, 2021 (the
### Original Filing
) and Amendment No.1 to the Companys Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on April 6, 2021 (
Amendment No. 1 and, together with the Original Filing, the
### Form 10-K
). The purpose of this Amendment is to restate the Companys previously issued consolidated financial statements and related financial information as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018. See
Item 8.
The relevant unaudited interim financial information for each of the quarters during the years ended December 31, 2020 and 2019 have also been restated. See
Item 8. Note 19.
### Restatement Background
On April 12, 2021, the Staff of the Division of Corporation Finance of the SEC (the
Staff
) released a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (
SPACs
)
(the
### SEC Statement
). The SEC Statement highlighted the potential accounting implications of certain features of warrants commonly issued in transactions involving SPACs. The Company previously classified its public warrants (the
Public Warrants
) and private placement warrants (the
, and together with the Public Warrants, the
Warrants
) as components of equity. For a full description of the terms of the Warrants, please refer to the Warrant Agreement attached as Exhibit 4.3 to this Form 10-K/A, as amended by the First Amendment to Warrant Agreement attached as Exhibit 4.4 to this Form 10-K/A. As a result of the SEC Statement, the Company re-evaluated the accounting treatment of its Warrants and concluded that, based on the SEC Statement, the Private Placement Warrants should be, and should have been previously, classified as a liability measured at fair value, withnon-cashfair value adjustments recorded in earnings at each reporting period. The Companys accounting for its Public Warrants, which were classified as a component of equity, remains unchanged.
The Companys re-evaluation of the accounting for its Warrants centered around Accounting Standards Codification (
ASC
) Subtopic 815-40, Contracts in Entitys Own Equity, which addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants. ASC Section 815-40-15 provides that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuers common stock. Based on this re-evaluation, the Companys audit committee, in consultation with management and after discussion with the Companys independent registered public accounting firm, concluded that the Companys Private Placement Warrants are not indexed to the Companys common shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. As a result, the Companys management, with concurrence from its audit committee determined that (i) the Private Placement Warrants are to be classified as a liability instead of a component of shareholders equity, and the Company is required to measure the fair value of the Private Placement Warrants at the end of each reporting period and recognize those changes in fair value in the Companys consolidated statement of operations, and (ii) the Companys previously issued consolidated financial statements and related financial information as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018 needed to be restated, giving effect to this reclassification.
The restatement of the financial statements had no impact on the Companys liquidity, cash and cash equivalents, or total cash flows. The Company recalculated the basic and diluted net (loss) income per share calculations for each of the periods affected under the new accounting treatment.
For the convenience of the reader, this Form 10-K/A amends and restates the Form 10-K in its entirety. As a result, it includes both items that have been changed as a result of the restatement and items that are unchanged from the Form 10-K. The following items in the Form 10-K have changed as a result of the restatement:
Part II, Item 5.
### Part II, Item 6. Selected Financial Data
Part II, Item 7.
Part II, Item 8.
### Part II, Item 9A. Controls and Procedures
Part III, Item 10.
Part III, Item 11. Executive Compensation
Part III, Item 12.
Part III, Item 13.
Part III, Item 14.
Part IV, Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Shares on the date when our extraction facility at the TMC Mineral Lease in Vernal, Utah is assembled and tested. We further agreed to pay Mr. Podlipsky upon the construction of a second plant utilizing the Acquired Technology and any plants thereafter using the Acquired Technology a royalty fee of 2% of gross sales if the price of heavy oil is below $60.00 per barrel;
### Director Compensation
The following table sets forth information for the fiscal year ended August 31, 2020 regarding the compensation of our directors who at August 31, 2020 were not also named executive officers.
1.
Mr. Dennewald and Dr. Bailey have each earned $36,000 of directors fees for the financial year ended August 31, 2020. Mr. Schneider earned $18,387 in directors fees up to the date of his resignation from the Company on March 3, 2020.
2.
On June 6, 2018, Mr. Schneider, Mr. Dennewald and Dr. Mr. Schneiders options expired on June 3, 2020, three months after his resignation.
3.
Dr. Bailey was paid a fee of $4,000 for serving as President of the Company, prior to his resignation.
4.
As of August 31, 2020, the following are the aggregate number of option and stock awards held by each of our directors who were not also named Executive Officers:
Not Applicable
Item 12.
The following table sets forth as of December 10, 2020, the number and percentage of the outstanding shares of common shares which, according to the information supplied to us, were beneficially owned by (1) each person who is currently a director, (2) each executive officer, (3) all current directors and executive officers as a group, and (4) each person who, to our knowledge, is the beneficial owner of more than 5% of the outstanding common shares.
*
Less than 1%
(1)
(3)
Is comprised of 24,765,274 common shares held directly, 2,016 common shares held through the Alexander & Polina Blyumkin Trust and 507,098 common shares held indirectly through five entities in which Mr.
(4)
Is comprised of 163,831 common shares and share purchase options exercisable for 1,475,000 common shares, of which 1,225,000 are vested and 0 which vest within the next 60 days.
(5)
(6)
Is comprised of 16,667 common shares and share purchase options exercisable for 1,000,000 common shares, of which 750,000 are vested and 0 which vest within the next 60 days.
(7)
Is comprised of 294,030 common shares and share purchase options exercisable for 1,475,000 common shares, of which 1,225,000 are vested and 0 which vest within the next 60 days.
(8)
Is comprised of 60,624,666 common shares. The registered address of Valkor LLC is 21,732 Provincial Blvd. Suite 160, Katy, Texas. Steven Byle exercises voting and/ordispositive power with respect to the common shares beneficially owned by Valkor LLC.
(9)
Is comprised of 30,678,571 common shares.
Item 13.
Our Board of Directors is comprised of Aleksander Blyumkin, Gerald Bailey, Robert Dennewald, and James Fuller, of which Messrs. Dennewald, Bailey and Fuller are deemed to be independent within the meaning of the TSX Ventures Exchange Corporate Finance Manual (the TSXV Manual) and applicable Canadian securities regulations.
The Board members comprising our Audit Committee are Alex Blyumkin, James Fuller and Robert Dennewald, of which only Messrs. Dennewald and Fuller are deemed to be independent within the meaning of the TSXV Manual and applicable Canadian securities regulations.
On August 7, 2020, the Company granted 3,000,000 stock options to Mr. Stapleton, our Chief operating Officer, which options vest equally over an eight month period.
On December 9, 2020, the Company entered into debt settlement agreements whereby directors fees owing to the Directors were settled by the issue of shares of common stock as follows:
Item 14.
The following table sets forth the aggregate fees including expenses billed to us for the years ended August 31, 2020 and 2019 by our auditors:
(1)
(2)
(3)
We incurred fees to our independent auditors of $20,000 and $20,000 for audit related fees during the fiscal years ended August31, 2020 and 2019, respectively.
(4)
We incurred fees to our independent auditors of $0 for other fees during the fiscal years ended August 31, 2020 and 2019.
Item 15.
(a)(1)
The following financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K for the fiscal year ended August 31, 2020.
1.
Independent Auditors Report
2.
Consolidated Balance Sheets as of August 31, 2020 and 2019
3.
Consolidated Statements of Loss and Comprehensive Loss for the years ended August 31, 2020 and 2019
4.
Consolidated Statements of changes in Shareholders Equity for the years ended August 31, 2020 and 2019
5.
Consolidated Statements of Cash Flows for the years ended August 31, 2020 and 2019
6.
(a)(2)
(a)(3)
Exhibits:
*
### Filed herewith
Item 16. Form 10-K Summary
Not applicable.<|endoftext|>This Amendment No.1 on Form10-K/A (this Amendment No.1) amends the Annual Report on Form10-K of Atreca,Inc. (the Company) for the year ended December31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on February26, 2021 (the Original Filing).
This Amendment No.1 is being filed solely to (i)amend Item 9A of PartII to include managements annual report on internal control over financial reporting in accordance with Rule308(a)of Regulation S-K and revise certain disclosure under and Inherent Limitations Over Internal Controls and (ii)to include new certifications pursuant to Section302 of the Sarbanes-Oxley Act of 2002 from the Companys principal executive officer and principal financial officer. Because no financial statements have been included in this Amendment No.1, paragraph 3 of the certifications has been omitted. Similarly, because no financial statements have been included in this Amendment No.1, certifications pursuant to Section906 of the Sarbanes-Oxley Act of 2002 have been omitted.
Except as described above, no changes have been made to the Original Filing. We have not reevaluated our disclosure controls and procedures as of the date of this Amendment No.1. Further, this Amendment No.1 does not reflect events that may have occurred subsequent to the filing of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events that have occurred as of a date subsequent to the date of the Original Filing. Accordingly, this Amendment No.1 should be read in conjunction with the Original Filing and the Companys filings made with the SEC subsequent to the filing of the Original Filing.
### Item 9A. Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule13a-15(e)) under the Securities Exchange Act of 1934, as amended (the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in our reports is recorded, processed, summarized and reported within the time periods specified in the SECs rulesand 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 for timely decisions regarding required disclosure. As required by Rule13a-15(b)under the Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form10-K. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December31, 2020, our disclosure controls and procedures were effective at the reasonable assurance level.
### Inherent Limitations Over Internal Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud.
There were no changes to our internal control over financial reporting that occurred during the quarter ended December31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule13a-15(f)under the Exchange Act). Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that assessment, our management has concluded that our internal control over financial reporting was effective as of December31, 2020.
Attestation Report of the Registered Public Accounting Firm
This Annual Report on Form10-K does not include an attestation report of our registered public accounting firm due to an exemption provided by the JOBS Act for emerging growth companies.
### PARTIV
Item 15.<|endoftext|>### EXPLANATORY NOTE
CarrierEQ, LLC d/b/a Airfox (the Company) is filing this Form 10-K/A (Form 10-K/A) to amend our Annual Report on Form 10-K for the year ended September 30, 2020, originally filed with the Securities and Exchange Commission (the SEC) on January 8, 2021 (Original Report), to restate our financial statements and related footnote disclosures for the period from October 1, 2019 through September 30, 2020 (the Affected Period).
Restatement Background
On May 10, 2021, the authorized officers of Carrier EQ, LLC (the Company), concluded that the previously issued unaudited condensed consolidated financial statements covering the Companys fiscal quarters ended December 31, 2019, March 31, 2020, June 30, 2020, December 31, 2020, along with the previously issued audited consolidated financial statements related to the fiscal year ended September 30, 2020 (collectively, the Restated Periods), require restatement and should no longer be relied upon.
Specifically, during the preparation of the quarterly condensed consolidated financial statements related to the fiscal quarter ended March 31, 2021, the Management reviewed the methodology used to estimate the March 2022 completion date for the AirToken project, which, commencing on October 1, 2019, is the date used to calculate the amount of deferred revenue from the Initial Coin Offering ("ICO Revenue") to be recognized as revenue in the Company's financial statements and is also the date used to calculate the amount of deferred gain on AirTokens issued for services ("AirToken Gains") to be recognized as other income in the Company's financial statements. The AirToken project involves various milestones that can be difficult to forecast. Over time, the achievement of some milestones were determined to be much more difficult than originally projected. Upon the review of the methodology used to estimate the March 2022 completion date, the Company realized that the methodology should have been weighted more heavily on the fact that the completion date is highly dependent on the future rules and approvals from regulatory authorities, such as the Securities and Exchange Commission ("SEC"). These issues are out of the Company's control and thus it is very difficult to estimate when/if these issues might be resolved. These regulatory and license concerns are hindering the Company from further developing the Airtoken project and launching it to the public. Although the Company has advanced in many fronts toward the development of the Airtoken project, there are also business obstacles regarding scaling the loan product and making it profitable with our own capital first before opening it to additional third party lenders. Due to the situation aforementioned, the Company is analyzing the future of the Airtoken project, as its continuity is deeply dependent of the milestones that are completely out of the Companys control. Once, the regulatory and business obstacles can be overcome, then the Company will be able to decide to resume further development of the Airtoken project, since overcoming these hurdles is a prerequisite before spending time on the actual blockchain components and launching a decentralized lending market-place.
Based upon the factors mentioned above, the Company reevaluated the methodology used to arrive at an estimated March 2022 completion date for the AirToken project was faulty. and that since the completion date is highly dependent on milestones that are out of the Company's control, the Company is not able to accurately estimate an accurate completion date and thus, should have ceased recognizing any ICO Revenue and AirToken Gains starting on October 1, 2019. Based on Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 250, Accounting Changes and Error Corrections, the Company deemed this issue to be a correction of an error, resulting in the overstatement of revenue and other income, an understatement of cost of revenue and an understatement of deferred revenue and deferred gain for the Restated Periods. The error described above was material to the Restated Periods and will be corrected in the restatements of the Company's financial statements for the Restated Periods.
This Form 10-K/A presents the Original Report, amended and restated with modifications only to (i) Part II, Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations, (ii) Part II, Item 8. Financial Statements and Supplementary Data, (iii) Part II, Item 9A. Controls and Procedures, and (iv) certain references to Notes To Consolidated Financial Statements, to reflect the restatement. Additionally, in accordance with applicable SEC rules, this Form 10-K/A includes certifications from our Principal Executive Officer and Principal Financial Officer dated as of the date of this Form 10-K/A filing which are contained in Part IV, Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
We provide various services to, and purchase services from, certain Blackstone portfolio companies under contracts that were executed in the normal course of business. During the year ended March31, 2021, we recognized revenue of approximately $3,792,000 related to services provided to Blackstone portfolio companies and we paid Blackstone portfolio companies approximately $18,057,000 related to services provided to us.
Potential Debt Repurchases
As market conditions warrant, Change and its major equity holders, including Blackstone, may from time to time, depending upon market conditions, seek to repurchase its debt securities or loans in privately negotiated or open market transactions, by tender offer or otherwise.
### Term Loans Held by Related Party
Certain investment funds managed by GSO Capital Partners LP (the
GSO-managed funds) held a portion of the term loans under our Senior Credit Facilities. GSO Advisor Holdings LLC (GSO Advisor) is the general partner of GSO Capital Partners LP and Blackstone, indirectly through its subsidiaries, holds all of the issued and outstanding equity interests of GSO Advisor. As of March31, 2021 and March31, 2020, the
GSO-managed funds held approximately $162,189,000 and $151,301,000, respectively, in principal amount of the Senior Credit Facilities (none of which is classified within current portion of long-term debt).
### Merger With UnitedHealth Group
As previously disclosed, on January5, 2021, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with UnitedHealth Group Incorporated (UNH) and Cambridge Merger Sub Inc., a wholly owned subsidiary of Parent (Merger Sub), pursuant to which Merger Sub will be merged with and into the Company (the Merger), with the Company surviving the Merger as a wholly owned subsidiary of Parent. As a result of certain provisions contained in the Support Agreement dated as of January5, 2021, by and among UNH and certain investment funds affiliated with Blackstone, UNH may be deemed to be the beneficial owner of more than 5% of our common stock. A description of the terms of the Merger Agreement and other arrangements between the Company, UNH and Blackstone entered into in connection with the Merger are described in the
Current Report on Form
8-K
, filed with the SEC on January6, 2021, which description is incorporated herein by reference.
### Other Transactions
Christopher Lance, Vice-President, Product Management and Strategy, is the son of Howard Lance, the Chairman of our Board of Directors. Christopher Lances total compensation in connection with his employment with the Company during fiscal year 2021 was approximately $435,379, including salary, bonus, equity awards and 401(k) contributions.
In the ordinary course of business, Change Healthcare, including through the acquisition of eRx Network, has commercial transactions with GoodRx Inc., where Mr.Nagji is the President of Healthcare. In accordance with our policy, transactions between eRx and GoodRx are reviewed, approved or ratified by the Audit Committee.
Our Amended and Restated Bylaws provide that we will indemnify our Directors and officers to the fullest extent permitted by the Delaware General Corporation Law (the DGCL). In addition, our Amended and Restated Certificate of Incorporation provides that Directors will not be liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL. We have also entered into indemnification agreements with each of our Directors and executive officers.
Item14.
The following table sets forth the fees paid to Deloitte& Touche LLP for professional services rendered with respect to fiscal year 2021 and fiscal year 2020:
Audit Fees.
This category consists of fees for professional services rendered for the audit of the Companys and Change Healthcare LLCs consolidated annual financial statements, review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by Deloitte in connection with statutory and regulatory filings.
### Audit-Related Fees.
This category consists of fees for assurance and related services for employee benefit plan audits, accounting consultations, statutory audits, mergers and acquisitions related services, SOC reports, association and waiver fees related to
S-4 filings and bond offerings.
### Tax Fees
This category consists of fees for professional services rendered for tax compliance, including services related to the preparation of tax returns and professional services.
All Other Fees.
This category consists of fees for advisory work that does not meet the above category descriptions, including a strategic sourcing analysis. No such fees were incurred in fiscal 2021 or fiscal 2020.
All of the services covered under Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees were pre-approved by the Audit Committee.
Item15.<|endoftext|>### Restatement Background
On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled "Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs) (the SEC Statement). Specifically, the SEC Statement clarified guidance for all SPAC-related companies regarding the accounting and reporting for their warrants and focused in part on provisions in warrant agreements that provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder, and because the holder of such warrants would not be an input into the pricing of a fixed-for-fixed option on equity shares, such provision would preclude such warrants from being classified in equity and thus such warrants should be classified as a liability.
As a result of the SEC Statement, the Company re- evaluated the accounting treatment of the warrants that were issued prior to or in conjunction with the business combination and reverse recapitalization transaction that closed on May 29, 2020 (refer to
Note 3 - Recapitalization Transaction of Notes to the Financial Statements), and the warrants issued October 6, 2020, with its public unit offering that had been recorded in equity in the Companys consolidated balance sheet. Because the Companys 5-Year Private Warrants (as such term is defined herein) contain provisions whereby the settlement amount varies depending upon the characteristics of the warrant holder, the 5-Year Private Warrants should have been recorded at fair value as a liability in the Companys consolidated balance sheet. Accordingly, due to this reclassification and restatement, the 5-Year Private Warrants are now classified as a liability at fair value on the Companys consolidated balance sheet at December 31, 2020, and the change in the fair value of such liability in each period is recognized as a gain or loss in the Companys consolidated statement of operations.
A summary of the accounting impact of this adjustment to the Companys consolidated financial statements as of and for the year ended December 31, 2020 is provided in
Note 25 - Restatement of Previously Issued Financial Statements of the Notes to the Financial Statements of this Form 10-K/A.
In connection with the restatement, management has re-evaluated the effectiveness of the Companys disclosure controls and procedures and internal control over financial reporting as of December 31, 2020 based on the framework in Internal Control- Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management has concluded that the Companys disclosure controls and procedures and internal controls over financial reporting were not effective as of December 31, 2020, due to a material weakness in internal control over financial reporting related to the accounting for equity instruments.
Part I, Item 1A. Risk Factors
Part II, Item 7.
### Part II, Item 8. Financial Statements
Part II, Item 9A. Controls and Procedures
In addition, the Companys Chief Executive Officer and Principal Accounting Officer have provided new certifications dated as of the date of this filing in connection with this Form 10-K/A (Exhibits 31.1, 31.2, 32.1 and 32.2), and the Company's Independent Auditors, Plante & Moran, PLLC have provided a new consent as of the date of this filing in connection with this Form 10-K/A (Exhibits 23.1).
Except as described above, this Form 10-K/A does not amend, update, or change any other items or disclosures in the Original Form 10-K and does not purport to reflect any information or events subsequent to the filing thereof. As such, this Form 10-K/A speaks only as of the date the Original Form 10-K was filed, and we have not undertaken herein to amend, supplement or update any information contained in the Original Form 10-K to give effect to any subsequent events. Accordingly, this Form 10-K/A should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Form 10-K, including any amendment to those filings. Further, as a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, we were not required to provide quarterly selected financial data in the Original Form 10-K. We will restate prior quarterly periods in Quarterly Reports on Form 10-Q filed subsequent to this Form 10-K/A.
### HYCROFT MINING HOLDING CORPORATION
Annual Report on Form 10-K
Page
PART
ITEM
I
Business
1A
Risk Factors
1B
Properties
Legal Proceedings
Mine Safety Disclosures
II
### Selected Financial Data
7A
9A
Controls and Procedures
9B
Other Information
III
### Executive Compensation
IV<|endoftext|>These adjustments reflect the impact of certain purchase accounting fair value measurements, primarily on the loan and deposit portfolios of Community. In addition, merger-related costs are excluded from the amounts below, for comparative purposes. Further operating cost savings are expected along with additional business synergies as a result of the merger which are not presented in the pro forma amounts. These unaudited pro forma results are presented for illustrative purposes only and are not intended to represent or be indicative of the actual results of operations of the combined banking organization that would have been achieved had the merger occurred at the beginning of the period, nor are they intended to represent or be indicative of the future results of the Company.
### County Bank Corp.
ChoiceOne completed the merger of County Bank Corp. (County) with and into ChoiceOne on
October 1, 2019.
County had 14 branch offices and one loan production office as of the date of the merger. Total assets of County as of
October 1, 2019 were $673 million, including total loans of $424 million. Deposits garnered in the merger, the majority of which were core deposits, totaled $574 million. The results of operations as a result of the merger have been included in ChoiceOnes results since the effective date of the merger. As consideration in the merger, ChoiceOne issued 3,603,872 shares of ChoiceOne common stock with an approximate value of $108 million. ChoiceOne recorded a preliminary deposit based intangible of $6.4 million and goodwill of $39.1 million. Subsequent to the preliminary fair value accounting, management finalized accounting for acquired loans and deferred taxes. As a result, the acquisition date fair value of loans was decreased by approximately $200,000, other liabilities were decreased by approximately $500,000, and goodwill was decreased by approximately $300,000. Adjusted goodwill related to the merger with County was $38.9 million.Subsequent to the effective date of the merger, Lakestone Bank & Trustwas consolidated into ChoiceOne Bank in
May
2020.
Acquisition costs related to the merger amounted to $2.4million, of which $2.1million was expensed and $297,000 was netted against stock issuance costs. The transaction created
$38.9 million of goodwill, none of which is deductible for tax purposes.
The table below highlights the allocation of purchase price for the merger with County (dollars in thousands):
In most instances, determining the fair value of the acquired assets and assumed liabilities required ChoiceOne to estimate the cash flows expected to result from those assets and liabilities and to discount those cash flows at appropriate rates of interest. The most significant of those determinations is related to the valuation of acquired loans. For such loans, the excess cash flows expected at the effective time of the merger over the estimated fair value is recognized as interest income over the remaining lives of the loans. The difference between contractually required payments at the effective time of the merger and the cash flows expected to be collected at the effective time of the merger reflects the impact of estimated credit losses, interest rate changes, and other factors, such as prepayments. In accordance with the applicable accounting guidance for business combinations, there was no carry-over of Countys or Community Shores' previously established allowance for loan losses.
### Note
### Quarterly Financial Data (Unaudited)
The growth in interest income and net interest income in the first two quarters of
2020 was primarily due to growth in earning assets, which was partially offset by a tightening of ChoiceOnes net interest spread. The increase in the third and fourth quarters of
2020 resulted primarily from the merger with County. The increase that occurred during
2019 in interest income and net interest income was due to growth in earning assets and a widening of ChoiceOnes net interest spread resulting from rising general market interest rates.
### PART III
Item 13.
The information under the captions Related Matters - Transactions with Related Persons and Corporate Governance in the Company's Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 27,2021, is incorporated herein by reference.
Item 14.
The information under the caption "Related Matters - Independent Certified Public Accountants" in the Company's Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 27,2021, is incorporated herein by reference.
PART IV
Item 15.
Exhibit
Document
31.1
Certification of Chief Executive Officer.
31.2
Certification of Treasurer.
1350.
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
Copies of any exhibits will be furnished to shareholders upon written request. Requests should be directed to: Thomas L. Lampen, Treasurer, , 109 East Division, Sparta, Michigan, 49345. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Periods specified in rules and forms of the SEC.
During the period from October1, 2020 through December31, 2020, there was no change in Replays internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting as the circumstances that led to the restatement of Replays financial statements described in this Annual Report on Form 10-K/A had not yet been identified.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule
13a-15(f) and
15d-15(f) of the Exchange Act.
Internal control over financial reporting includes those policies and procedures that (i)pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Replays management had assessed the effectiveness of its internal control over financial reporting as of December 31, 2020 based upon the framework in Internal Control Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In connection with the Original Filing, the Co-Chief Executive Officers and Chief Financial Officer of Replay had performed an evaluation and concluded that Replays internal control over financial reporting was effective as of December 31, 2020. Subsequent to the Business Combination, management of the Company (as successor registrant to Replay) re-assessed the effectiveness of Replays internal control over financial reporting in light of the SEC Public Statement using the 2013 Framework and concluded that Replay did not maintain effective internal control over financial reporting as of December 31, 2020, due to a material weakness in its internal control over financial reporting, described below, related to mistakes in accounting for warrants, and temporary and permanent equity.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of our annual or interim financial statements could not be prevented or detected on a timely basis. We identified a material weakness in Replays controls over the accounting for temporary and permanent equity and complex financial instruments. Replays controls to evaluate the accounting for complex financial instruments, such as temporary and permanent equity and warrants issued by a SPAC, did not operate effectively to appropriately apply the provisions of Accounting Standards Codification (ASC),
(ASC 815-40). This material weakness resulted in the failure to prevent material errors in Replays accounting for temporary and permanent equity and warrants and the resulting restatement of Replays previously issued financial statements.
Replays internal control over financial reporting did not result in the proper classification and accounting for temporary and permanent equity and warrants Replay issued in April 2019. Due to its impact on Replays financial statements, we determined to be a material weakness. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, in light of the SECs Public Statement and our Business Combination, we are improving these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards. As successor registrant to Replay, our plans to remediate the material weakness at this time include acquiring enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding the application of complex accounting transactions.
Notwithstanding this material weakness of Replay, management has concluded that the audited financial statements included in this Annual Report on Amended Form 10-K/A present fairly in all material respects Replays financial position, results of operations and cash flows in accordance with GAAP for each of the periods presented herein.
This Annual Report on Form
10-K/A does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.
### PART IV
Item15.<|endoftext|>Amended.
10-K
10.4
March 14, 2018
10.5
Master Services Agreement dated August 20, 2018, by and between the Company and Amarex Clinical Research, LLC.
10-Q
10.1
November 13, 2018
10.6
#
Form of Director Indemnification Agreement.
8-K
10.3
February 2, 2018
10.7
#
2012 Innovate Omnibus Incentive Plan, as amended.
8-K
10.1
June 30, 2020
10.7.1
#
Amendment to the 2012 Omnibus Incentive Plan, dated November 27, 2020.
8-K
10.1
November 27, 2020
10.8
#
Form of Option Agreement and Option Grant Notice under the 2012 Omnibus Incentive Plan
S-1
10.2
November 10, 2015
10.9
#
Form of Restricted Stock Award Agreement and Notice of Grant of Restricted Stock Award under the 2012 Omnibus Incentive Plan
S-1
10.3
November 10, 2015
10.10
#
Form of Restricted Stock Unit Award Agreement and Notice of Grant of Restricted Stock Unit Award under 2012 Omnibus Incentive Plan
S-1
10.4
November 10, 2015
10.11
#
Innovate Biopharmaceuticals Inc. 2015 Stock Incentive Plan, as amended
10-K
10.11
March 14, 2018
10.12
#
Form of Incentive Stock Option Agreement under the 2015 Stock Incentive Plan
10-K
10.12
March 14, 2018
10.13
#
Form of Nonstatutory Stock Option Agreement under the 2015 Stock Incentive Plan
10-K
10.13
March 14, 2018
10.14
#
Form of Restricted Stock Purchase Agreement under the 2015 Stock Incentive Plan
10-K
10.14
March 14, 2018
10.15
#
Amended and Restated Executive Employment Agreement, dated March 11, 2018, by and between the Company and Sandeep Laumas
10-K
10.25
March 14, 2018
10.15.1
#
First Amendment, dated February 19, 2019, to Amended and Restated Executive Employment Agreement, dated March 11, 2018, by and between the Company and Sandeep Laumas
10-K
10.27
March 18, 2019
10.16
#
Executive Employment Agreement dated June 22, 2019, by and between the Company and Edward J. Sitar
8-K
10.1
June 27, 2019
10.17
#
Executive Employment Agreement dated February 15, 2019, by and between the Company and Patrick H. Griffin, M.D.
10-K
10.23
March 20, 2020
10.18
Securities Purchase Agreement, dated January 10, 2020, by and between the Company and Atlas Sciences, LLC.
8-K
10.1
January 10, 2020
10.19
*
Securities Purchase Agreement, dated April 29, 2020, between Innovate Biopharmaceuticals, Inc.
8-K
10.1
May 4, 2020
10.20
*
Registration Rights Agreement, dated April 29, 2020, between Innovate Biopharmaceuticals, Inc.
8-K
10.2
May 4, 2020
10.21
Form of Company Support Agreement by and among Innovate Biopharmaceuticals, Inc. and RDD Pharma, Ltd.
8-K
10.3
May 4, 2020
10.22
#
and Sandeep Laumas.
8-K
10.4
May 4, 2020
10.23
#
and Jay Madan.
8-K
10.5
May 4, 2020
INCORPORATEDBYREFERENCE
EXHIBITNO.
DESCRIPTION
FILED HEREWITH
FORM
EXHIBIT
FILINGDATE
10.24
#
Employment Agreement dated April 30, 2020, between Innovate Biopharmaceuticals, Inc. and John Temperato.
8-K
10.6
May 4, 2020
10.25
*
Amended and Restated Exclusive License Agreement, dated February 10, 2020, between Cedars-Sinai Medical Center and Naia Rare Diseases, Inc.
10-Q
10.7
August 13, 2020
10.26
*
Side Letter, dated May 1, 2020, between Amunix Pharmaceuticals, Inc. and Naia Rare Diseases, Inc.
10-Q
10.8
August 13, 2020
10.27
*
Second Amended and Restated License Agreement, dated May 1, 2020, between Amunix Pharmaceuticals, Inc. and Naia Rare Diseases, Inc.
10-Q
10.9
August 13, 2020
10.28
*
Amended and Restated License Agreement, dated May 1, 2020, between Amunix Pharmaceuticals, Inc. and Naia Rare Diseases, Inc.
10-Q
10.10
August 13, 2020
10.29
#
Form of RDD Pharma, Ltd. Notice of Option Grant.
10-Q
10.11
August 13, 2020
21.1
List of Subsidiaries of Registrant
X
23.1
Consent of Mayer Hoffman McCann P.C.
X
31.1
Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2
Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), 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.
X
32.2
Certification of Principal Financial Officer pursuant to 18 U.S.C.
X
101.INS
XBRL Instance Document
X
101.SCH
X
101.CAL
X
101.DEF
XBRL Taxonomy Extension Definition Document
X
101.LAB
X
101.PRE
X
Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.
#
Management contract or other compensatory plan.
*
Certain confidential portions and/or the schedules and attachments to this exhibit have been omitted from this filing pursuant to Item 601(a)(5), 601(b)(2), or 601(b)(10), as applicable, of Regulation S-K. The Company will furnish copies of the unredacted exhibit to the SEC upon request.
Item 16. Form 10-K Summary.
None<|endoftext|>[
Photronics Inc
]
### EXPLANATORY NOTE
This Amendment No. 1 (Amendment No. 1) to the Annual Report on Form 10-K of Photronics, Inc. (the Company) for the fiscal year ended October 31, 2020 (the Form 10-K), originally filed with the Securities and Exchange Commission (the SEC) on January 15, 2021 (the Original Report) is being filed to amend disclosure in Item 9A. Item 9A of the Original Report is hereby amended as follows:
1.
Change page number 72 to page number 73 in the last paragraph of Managements Report on Internal Control over Financial Reporting.
2.
Delete the last sentence of the fourth paragraph of Managements Report on Internal Control over Financial Reporting.
3.
Add the section Remediation of Material Weakness to Managements Report on Internal Control over Financial Reporting
As amended Managements Report on Internal Control over Financial Reporting will read as set forth below:
Amendment No. 1 consists of a cover page, this explanatory note, the section of Item 9A as amended, a signature page, and the certifications of the Company's principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (SOX). These certifications are attached to this Amendment as Exhibits 31.3 and 31.4. The Company has not included the certification under Section 906 of SOX, as no financial statements are being filed herewith.
This Amendment No. 1 speaks as of the initial filing date of the Original Report. Other than as expressly set forth above, no part of the Original Report is being amended. Accordingly, other than as discussed above, this Amendment No. 1 does not purport to amend, update or restate any other information or disclosure included in the Original Report or reflect any events that have occurred after the initial filing date of the Original Report. As a result, the Companys Annual Report on Form 10-K for the fiscal year ended October 31, 2020 continues to speak as of January 15, 2021 or, to the extent applicable, such other date as may be indicated in the Original Report.
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of the internal control over financial reporting based on criteria established in the Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Management assessed the effectiveness of our internal control over financial reporting as of October 31, 2020, based on the criteria set forth by the COSO. Management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, concluded that our internal control over financial reporting was not effective as of October 31, 2020, due to the material weakness in our internal control over financial reporting relating to the accuracy and completeness of information used in the monitoring compliance with covenants stipulated by the Companys debt agreements.
The Company's independent registered public accounting firm, Deloitte & Touche LLP, has audited the effectiveness of the Company's internal control over financial reporting as of October 31, 2020, as stated in their report on page 73 of this Form 10-K.
Our management is committed to maintaining a strong internal control environment and implementing measures designed to help ensure that the material weakness is remediated as soon as possible. Management is currently developing a remediation plan to address the material weaknesses referred to above.
PART IV
ITEM 15.
(b) Exhibits
EXHIBIT INDEX
### Exhibit
Number
Description
31.3
*
Certification of the Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
31.4
*
Certification of the Chief Financial Officer as required by Section 302 of the Sarbanes-Oxley Act of 2002.
*
Filed herewith.
### Signatures
By
/s/ Peter S. Kirlin
### January 22, 2021
Peter S. Kirlin
Chief Executive Officer
### Director
By
/s/ John P. Jordan
### January 22, 2021
John P. Jordan
Executive Vice President, Chief Financial Officer
By
/s/ Eric Rivera
### January 22, 2021
Eric Rivera
Vice President, Corporate Controller
By
/s/ Constantine S. Macricostas
### January 22, 2021
Constantine S. Macricostas
Chairman of the Board
/s/ Walter M. Fiederowicz
### January 22, 2021
Walter M. Fiederowicz
Director
By
/s/ Daniel Liao
### January 22, 2021
Daniel Liao
Director
By
/s/ George Macricostas
### January 22, 2021
George Macricostas
Director
By
/s/ Mary Paladino
### January 22, 2021
Mary Paladino
Director
By
/s/ Mitchell G. Tyson
### January 22, 2021
Mitchell G. Tyson
Director | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
To a conflict of interest, in the case of employees, to the Legal Department, and in the case of Directors and officers, to the Board, which, in each case, is responsible for determining whether a conflict of interest exists.
### Director Independence
Board Independence
Fenton and Wald and Msses. Molland and Simril satisfies the criteria for being an "independent director" under the standards of Nasdaq and has no material relationship with the Company other than by virtue of his or her service on the Board. A full list of current Directors is set forth in "
Item 10. Directors, Executive Officers and Corporate Governance Information About our Directors.
"
### Committee Independence
Fenton, Ms. Simril, and Mr. Wald, as chairman, each of whom is independent for purposes of membership on that committee, as determined in accordance with the applicable Nasdaq listing standards and Rule 10A-3 under the Exchange Act. Fenton, as chairman, and Ms. Molland, each of whom is an independent director for purposes of membership on that committee, as determined in accordance with the Compensation Committee charter and applicable Nasdaq listing standards. Wald and Ms. Molland, as chairwoman, each of whom is independent as defined in applicable Nasdaq listing standards.
Steel Holdings and its affiliates, including Messrs. Howard and Lichtenstein, beneficially own as of November 15, 2021 approximately 52.3% of our outstanding shares of common stock, which includes shares of common stock underlying currently convertible Series C Preferred Stock and the SPHG Note.
As a result, we are a "controlled company" within the meaning of Rule 5615(c) of the Nasdaq Listing Rules. Under the Nasdaq listing standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain Nasdaq corporate governance requirements, including: (i) the requirement that a majority of the Board consist of independent directors; (ii) the requirement that we have director nominees selected or recommended for the Board's selection, either by a majority vote of only the independent directors or by a nomination committee comprised solely of independent directors, with a written charter or Board resolution addressing the nominations process; and (iii) the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities. A majority of our Board is currently independent, and each of our Audit Committee, Compensation Committee and Governance Committee is fully independent and has its own charter. As such, we do not currently rely on any of these exemptions, although we may elect to do so in the future.
### ITEM 14.
The following table presents fees for professional audit services and other services rendered by the Company's independent registered public accounting firm for the fiscal years ended July 31, 2021 and 2020:
(1)
### Audit Fees.
Audit fees for Fiscal 2021 and Fiscal 2020 consist of fees billed for professional services rendered for the audit of the Company's consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports, services that are normally provided by the Companys auditors in connection with statutory and regulatory filings or engagements.
(2)
### Audit-Related Fees.
Audit-related fees for Fiscal 2020 consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Companys consolidated financial statements and are not reported in "Audit Fees." Those audit-related services for Fiscal 2020 include audits of an employee benefit plan.
Audit Committee Policy on Pre-Approval of Services of Independent Registered Public Accounting Firm
The Audit Committee's policy is to pre-approve all audit services to be provided by the Company's independent registered public accounting firm or other firms, and all non-audit services to be provided by the Company's independent registered public accounting firm. The Company's independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval and the fees for the services performed to date. During Fiscal 2021 and Fiscal 2020, all services rendered by BDO USA, LLP to the Company were pre-approved by the Audit Committee.
PART IV
ITEM 15.
(a) 3. Exhibits.
The exhibits listed in the Exhibit Index are filed, furnished or incorporated by reference in this report.
### EXHIBIT INDEX
Exhibit
Number
Description
31.3
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002.
31.4
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002.<|endoftext|>May 6, 2015
Exhibit
Incorporated by Reference
### Filed
Number
Exhibit Description
### Form
File No.
Exhibit
### FilingDate
Herewith
10.60
Fifth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of June30, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC.
10-Q(1)
001-35758
10.16e
July 30, 2015
10.61
Sixth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of September 1, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC.
10-Q(1)
001-35758
10.16f
October30, 2015
10.62
Seventh Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of October 9, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC
10-Q(1)
001-35758
10.16g
### October30, 2015
Exhibit
Incorporated by Reference
### Filed
Number
Exhibit Description
### Form
File No.
Exhibit
### FilingDate
Herewith
10.63
Eighth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of October 26, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC.
10-Q(1)
001-35758
10.16h
October30, 2015
10.64
Ninth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of December9, 2015, by and between The Research Foundation For The State University of New York, on behalf of the College of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC.
10-K(1)
001-35758
10.16i
February10, 2016
10.65
Tenth Amendment to Amended and Restated Agreement For Research & Development Alliance on Triex Module Technology, effective as of March 31, 2017, by and between The Research Foundation For The State University of New York, on behalf of the Colleges of Nanoscale Science and Engineering of the State University of New York, and Silevo, LLC.
10-Q
001-34756
10.8
### May 10, 2017
Exhibit
Incorporated by Reference
### Filed
Number
Exhibit Description
### Form
File No.
Exhibit
### FilingDate
Herewith
10.66
Eleventh Amendment to Amended and Restated Agreement for Research & Development Alliance on Triex Module Technology, effective as of July 22, 2020, among the Research Foundation for the State University of New York, Silevo, LLC and Tesla Energy Operations, Inc
10-Q
001-34756
10.6
July 28, 2020
10.67
Grant Contract for State-Owned Construction Land Use Right, dated as of October 17, 2018, by and between Shanghai Planning and Land Resource Administration Bureau, as grantor, and Tesla (Shanghai) Co., Ltd., as grantee (English translation).
10-Q
001-34756
10.2
July 29, 2019
10.68
Facility Agreement, dated as of September 26, 2019, by and between China Merchants Bank Co., Ltd. Beijing Branch and Tesla Automobile (Beijing) Co., Ltd. (English translation).
10-Q
001-34756
10.3
October 29, 2019
10.69
Statement Letter to China Merchants Bank Co., Ltd. Beijing Branch from Tesla Automobile (Beijing) Co., Ltd., dated as of September 26, 2019 (English translation)
10-Q
001-34756
10.4
### October 29, 2019
Exhibit
Incorporated by Reference
### Filed
Number
Exhibit Description
### Form
File No.
Exhibit
### FilingDate
Herewith
10.70
Fixed Asset Syndication Loan Agreement, dated as of December 18, 2019, by and among Tesla (Shanghai) Co., Ltd., China Construction Bank Corporation, China (Shanghai) Pilot Free Trade Zone Special Area Branch, Agricultural Bank of China Shanghai Changning Sub-branch, Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch, and Industrial and Commercial Bank of China Limited, China (Shanghai) Pilot Free Trade Zone Special Area Branch (English translation).
10-K
001-34756
10.85
February 13, 2020
10.71
Fixed Asset Syndication Loan Agreement and Supplemental Agreement, dated as of December 18, 2019, by and among Tesla (Shanghai) Co., Ltd., China Construction Bank Corporation, China (Shanghai) Pilot Free Trade Zone Special Area Branch, Agricultural Bank of China Shanghai Changning Sub-branch, Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch, and Industrial and Commercial Bank of China Limited, China (Shanghai) Pilot Free Trade Zone Special Area Branch (English translation).
10-K
001-34756
10.86
February 13, 2020
*
**
(1)
Indicates a filing of SolarCity
(2)
Indicates a filing of Maxwell Technologies, Inc. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Or relationship or any series of similar transactions, arrangements or relationships including indebtedness and guarantees of indebtedness in which (a) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (b) the Company is a participant, and (c) any related person has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10 percent beneficial owner of another entity). This might include, but is not limited to, lease transactions, sale or purchase transactions, creditor/debtor transactions, guarantees or charitable contributions. The following includes types of transactions with related parties which have been pre-approved by the Audit Committee and therefore are not subject to Audit Committee review and approval, even if the amount exceeds $120,000:
### Transactions involving competitive bids;
Any transaction with another company at which a related person's only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 10% of that company's shares, if the aggregate amount involved does not exceed the greater of $1,000,000 and 2% of that company's total annual revenues;.
Any charitable contribution, grant or endowment by the Company to a charitable organization, foundation or university at which a related partys only relationship is as an employee or director if the aggregate does not exceed the greater of $100,000 and 2% of the charitable organizations total annual receipts;
Any transaction involving a related party made on the same or similar terms available to all Company employees;
Any transaction where the related person's interest arises solely from the ownership of the Company's common stock and all holders of the Company's common stock received the same benefit on a pro rata basis, such as the receipt of dividends.
Any employment by the Company of an executive officer of the Company if:
The related compensation is required to be reported in the Company's proxy statement under Item 402 of the Securities and Exchange Commission's (SEC's) compensation disclosure requirements (generally applicable to named executive officers) and the compensation has been approved by the Compensation Committee or Board or if the executive officer is not an immediate family member of another executive officer or director of the Company, the related compensation would be reported in the Company's proxy statement under Item 402 of the SEC's compensation disclosure requirements if the executive officer was a named executive officer, and the Company's Compensation Committee or Board approved such compensation; or
Any compensation paid to a director if the compensation is required to be reported in the Company's proxy statement under Item 402 of the SEC's compensation disclosure requirements and the compensation is approved by the Board or Audit Committee.
Hans Joerg Hunziker, Robert J. Keady and Rae Ann McKeating are independent Directors, as defined in the Nasdaq listing standards. The Board of Directors has an Audit Committee and a Compensation Committee, both currently comprised solely of independent Directors as defined by the Nasdaq listing standards. The Board does not have a nominating committee or committee performing the functions of such a committee. The Board has determined that the function of a nominating committee is adequately fulfilled by the independent Directors. As there is no such established committee, the Company has no nominating committee charter. The full Board of Directors participates in the consideration of any Director nominee.
ITEM 14.
### Fees Billed to Willis Lease by KPMG
For the 2020 and 2019 fiscal years, fees for services provided by KPMG LLP to us were as follows:
(1)
Audit fees billed to us by KPMG during the 2020 and 2019 fiscal years include the audit of our annual financial statements and quarterly reviews of financial statements included in our quarterly reports on Form 10-Q and our statutory audits.
(2)
Fees billed to us by KPMG during 2020 and 2019 for professional services rendered in providing international tax consulting services and tax compliance services.
All fees described above were approved by the Audit Committee. The Audit Committee requires that any services to be provided by our auditors must be approved in advance by the Audit Committee. If approval is required before the Committee can act, a single member of the Committee can approve an engagement, subject to ratification by the Committee at its next meeting. All services were pre-approved by the Committee or its Chair.
PART IV
### ITEM 15. EXHIBITS
The exhibits listed below are filed with this Form 10-K/A.
Exhibit Number
Description
31.3
Certification of Charles F. Willis, IV, pursuant to Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4
Certification of Scott B. Flaherty, pursuant to Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
1 on Form 10-K/A, formatted in Inline XBRL.<|endoftext|>As a Denmark audit of fixed cost related to COVID-19.
(3)Tax fees consist of amounts billed for services arising from tax compliance for our Denmark, Norway, Singapore, Cyprus, and United Kingdom locations.
We did not engage Grant Thornton LLP to provide any other services during or with respect to 2020 or 2019.
Our Audit Committee approves each engagement for audit or non-audit services before we engage our independent registered public accounting firm to provide those services.
Our Audit Committee has not established any pre-approval policies or procedures that would allow our management to engage our independent registered public accounting firm to provide any specified services with only an obligation to notify the Audit Committee of the engagement for those services.
ITEM15.
(a)
1.
### Financial Statements
Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2020 and 2019
Consolidated Statements of Stockholders Equity for the years ended December 31, 2020 and 2019
Included in the Original Filing.
(a)
2.
None.
(a)
3.
### Exhibits
ExhibitNo.
Description
Filedwith thisForm
10-K
Form
FilingDate
ExhibitNo.
2.1
Share Purchase Agreement dated as of May 13, 2019 among KVH Industries, Inc., KVH Media Group Limited and Pelican Holdco Limited relating to the sale of the entire issued share capital of Super Dragon Limited and Videotel Marine Asia Limited
8-K
May 16, 2019
2.1
2.2
Tax Deed of Covenant dated as of May 13, 2019 among KVH Industries, Inc., KVH Media Group Limited and Pelican Holdco Limited relating to the sale of the entire issued share capital of Super Dragon Limited and Videotel Marine Asia Limited
8-K
May 16, 2019
2.2
3.1
Amended and Restated Certificate of Incorporation, as amended
10-Q
### August 6,
3.1
3.2
Amended and Restated Bylaws
10-Q
November 1, 2017
3.2
4.1
Specimen certificate for the common stock
10-K
March 2, 2018
4.1
4.2
Description of Capital Stock
8-K
August 4, 2020
4.1
*10.1
Amended and Restated 1996 Employee Stock Purchase Plan
### DEF 14A
April 25, 2016
App. B
*10.2
Amended and Restated 2016 Equity and Incentive Plan
### DEF 14A
April 29, 2020
App. A
*10.3
Form of Incentive Stock Option Agreement granted under the 2016 Equity and Incentive Plan
10-K
March 9, 2017
10.5
*10.4
Form of Non-Statutory Stock Option Agreement granted under the 2016 Equity and Incentive Plan
10-K
March 9, 2017
10.6
*10.5
Form of Restricted Stock Agreement granted under the 2016 Equity and Incentive Plan
10-K
March 9, 2017
10.7
*10.6
Policy Regarding Automatic Grants to Non-Employee Directors
10-Q
May 6, 2009
10.23
ExhibitNo.
### Description
Filedwith thisForm
10-K
Form
FilingDate
ExhibitNo.
10.7
Amended and Restated Credit Agreement dated as of October 30, 2018 among KVH Industries, Inc., Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, and the Lenders party hereto
10-Q
October 31, 2018
10.1
10.8
Amended and Restated Security Agreement dated as of October 30, 2018 between KVH Industries, Inc. and Bank of America, N.A., as Administrative Agent
10-Q
October 31, 2018
10.2
10.9
and Bank of America, N.A., as Administrative Agent with respect to KVH Industries A/S
10-Q
October 31, 2018
10.3
10.10
and Bank of America, N.A., as Administrative Agent with respect to KVH Industries U.K. Limited
10-Q
October 31, 2018
10.4
10.11
Consent dated as of May 13, 2019 among KVH Industries, Inc., as Borrower, Bank of America, N.A., as Lender and Administrative Agent, and The Washington Trust Company, as Lender, under the Amended and Restated Credit Agreement dated as of October 30, 2018 among such parties
8-K
May 16, 2019
10.4
10.12
First Amendment to Amended and Restated Credit Agreement as of July 30, 2020 by and among KVH Industries, Inc., Bank of America, N.A., and The Washington Trust Company
10-Q
July 31, 2020
10.3
10.13
Cooperation Agreement, dated as of April 8, 2020, by and among KVH Industries, Inc., Vintage Capital Management, LLC, and Kahn Capital Management, LLC
8-K
April 9, 2020
10.1
10.14
Promissory Note dated as of May 1, 2020 and executed on May 3, 2020 by KVH Industries, Inc., in favor of Bank of America, N.A.
8-K
May 6, 2020
10.1
21.1
List of Subsidiaries
23.1
31.1
X
31.2
Rule 13a-14(a)/15d-14(a) certification of principal financial officer
X
32.1
Rule 1350 certification
101.1
Interactive Data File regarding (a) our Consolidated Balance Sheets as of December 31, 2020 and 2019, (b) our Consolidated Statements of Operations for the years ended December 31, 2020 and 2019, (c) our Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2020 and 2019, (d) our Consolidated Statements of Stockholders' Equity for the years ended December 31, 2020 and 2019, (e) our Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019, and (e) the Notes to such Consolidated Financial Statements
104.1
X
*Management contract or compensatory plan.
Filed with the Original Filing. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Compensation matters, including deliberations regarding our Chief Executive Officers performance and compensation.
Based upon this review, our Board has determined that the following members of the Board are independent directors as defined by the Nasdaq Stock Market: Mses. Tan and Wagner, Drs. Kolchinsky and Corrigan, and Messrs. Henry, Rawcliffe and Takanashi.
Item14.
The following table presents fees for professional audit services rendered by KPMG LLP, our independent registered public accountant firm, for the services described in the table. Fees disclosed below include fees actually billed or expected to be billed for services pertaining to the applicable fiscal year.
(1)
Audit fees consisted of audit work performed in the preparation of financial statements, as well as work generally only the independent registered public accounting firm and independent Singapore auditor can reasonably be expected to provide, such as statutory audits and the provision of consents in connection with the filing of registration statements and related amendments, as well as other filings.
(2)
There were no audit-related, tax or other fees in 2019 or 2020.
### Non-Audit
In connection with our initial public offering, we adopted a policy under which the Audit Committee must pre-approve all audit and permissible non-audit services to be provided by the independent registered public accounting firm and independent Singapore auditor.As part of its review, the Audit Committee also considers whether the categories of pre-approved services are consistent with the rules on accountant independence of the SEC and the Public Company Accounting Oversight Board.The Audit Committee pre-approved all services performed since the pre-approval policy was adopted.
Prior to engagement of an independent registered public accounting firm and independent Singapore auditor for the next years audit, management will submit an aggregate of services expected to be rendered during that year for each of four categories of services to the Audit Committee for approval.
1.
Audit services include audit work performed in the preparation of financial statements, as well as work that generally only an independent registered public accounting firm and independent Singapore auditor can reasonably be expected to provide, including comfort letters, statutory audits, and attest services and consultation regarding financial accounting and/or reporting standards.
2.
Audit-related services are for assurance and related services that are traditionally performed by an independent registered public accounting firm and independent Singapore auditor, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.
3.
Tax services include all services performed by an independent registered public accounting firms tax personnel except those services specifically related to the audit of the financial statements, and include fees in the areas of tax compliance, tax planning, and tax advice.
4.
Other fees are those associated with services not captured in the other categories.The Company generally does not request such services from our independent registered public accounting firm and independent Singapore auditor.
During the year, circumstances may arise when it may become necessary to engage our independent registered public accounting firm and independent Singapore auditor for additional services not contemplated in the original pre-approval.
In those instances, the Audit Committee requires specific pre-approval before engaging our independent registered public accounting firm and independent Singapore auditor.
### PART IV
Item15.
### Item15(a).
The documents listed below are filed as part of this Amendment No.1 to Annual Report on Form
10-K/A.
Item15(a)(1)and(2).
See Item 8 of the Original
10-K.
### Item15(a)(3).
Exhibits: The exhibits listed below are filed with, or incorporated by reference in, this Amendment.
### Exhibit
Number
Exhibit Description
### Filed with this
Report
Incorporatedby
### Reference herein from Form or
Schedule
Filing Date
SEC
File/Reg.
Number
101.PRE
### Form
10-K(Exhibit
101.PRE)
03/04/2021
001-37627
104.1
The cover page for the Annual Report on Form
is contained in Exhibit 101 and has been formatted in Inline XBRL.
### Form
10-K(Exhibit
104)
03/04/2021
001-37627
104.2
The cover page for this Amendment No.1 to the Annual Report on Form
has been formatted in Inline XBRL and is contained within the Inline XBRL document.
X
(*)
The certification incorporated by reference as Exhibit 32 that was attached to the Original
10-K is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Wave Life Sciences Ltd. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of the Original
10-K, irrespective of any general incorporation language contained in such filing.
(+)
()
Item16.
Form
10-K
Summary.
None.<|endoftext|>All other facts and circumstances that our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each outside director, and the transactions involving them described in this section.
Board of Directors Leadership Structure and Role of Lead Independent Director
Mr.Singh currently serves as both the chairman of our board of directors and as our president and chief executive officer. As our co-founder,
Mr.Singh is best positioned to identify strategic priorities, lead critical discussion, and execute our business plans. Our corporate governance framework provides our board flexibility to determine the appropriate leadership structure for the company, and whether the roles of chairperson, president and chief executive officer should be separated or combined. In making this determination, our board considers many factors, including the needs of the business, our boards assessment of its leadership needs from time to time and the best interests of our stockholders. Our board of directors has adopted corporate governance guidelines that provide that the board may appoint one of our independent directors to serve as our lead independent director at any time when the chairperson of our board of directors is not independent, including when our president and chief executive officer serves as the chairman of our board of directors. Because Mr.Singh is our chairman and also our president and chief executive officer, our board of directors has appointed Mr.Mirro to serve as our lead independent director. As lead independent director, Mr.Mirro is responsible for calling separate meetings of the independent directors, determining the agenda and presiding over such periodic meetings of our independent directors, serving as a liaison between Mr.Singh and our independent directors, including reporting to Mr.Singh regarding feedback from executive sessions, serving as our spokesperson as requested and performing such additional duties as a majority of our independent directors may otherwise determine or delegate.
Only independent directors serve on the audit committee, the compensation committee, and the nominating and corporate governance committee of our board of directors. As a result of the board of directors committee system and the existence of a majority of independent directors, the board of directors maintains effective oversight of our business operations, including independent oversight of our financial statements, executive compensation, selection of director candidates and corporate governance programs. We believe that the leadership structure of our board of directors, including Mr.Mirros role as lead independent director, as well as the independent committees of our board of directors is appropriate and enhances our board of directors ability to effectively carry out its roles and responsibilities on behalf of our stockholders, while Mr.Singhs combined role enables strong leadership, creates clear accountability and enhances our ability to communicate our message and strategy clearly and consistently to stockholders.
### Item14.
The following table presents fees for professional audit services and other services rendered to us by Ernst& Young LLP for our fiscal year ended December31, 2020.
(1)
Audit Fees consist of fees billed for professional services rendered in connection with the audit of our consolidated financial statements, reviews of our quarterly consolidated financial statements and related accounting consultations and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years. This category also includes fees for services incurred in connection with the Business Combination.
(2)
Audit-Related Fees consists of fees for services for an information security assessment (the Trust Information Security Assessment Exchange, or TISAX).
(3)
Tax Fees consists of fees for tax compliance services, including assistance with the preparation of income tax returns and general tax planning and consulting.
### Auditor Independence
In 2020, there were no other professional services provided by Ernst& Young LLP, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of Ernst& Young LLP.
Audit Committee Policy on
Non-Audit
Services of Independent Registered Public Accounting Firm
Effective upon the consummation of the Business Combination, our audit committee has established a policy governing our use of the services of our independent registered public accounting firm. Under this policy, our audit committee is required to pre-approve all services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair the such accounting firms independence. Since the adoption of this policy, all services provided by Ernst& Young LLP for our fiscal year ended December31, 2020 were pre-approved by our audit committee.
### PART IV
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Is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.
In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, due to a material weakness in our internal control over financial reporting that we identified relating to a lack of segregation of duties (see below), management concluded that our disclosure controls and procedures were ineffective as ofDecember 31, 2020 to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by the SEC rules and regulations for the implementation of Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.
In making the assessments on the effectiveness of our internal controls over financial reporting as of December 31, 2020, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Integrated Framework (2013). Based on our assessments and those criteria, management determined that our internal controls over financial reporting were ineffective as of December 31, 2020 due to a material weakness in internal control over financial reporting that we identified relating to a lack of segregation of duties. We do not have a Chief Financial Officer and sufficient resources in the Companys accounting function, which restricts the Companys ability to gather, analyze and properly review information related to financial reporting. Those functions are currently performed by our Chairman and Chief Executive Officer, Alex Behfar.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.
The Company is considering various remediation methods to mitigate such material weakness, but has not yet adopted or implemented any plan to remedy such deficiency.
This Report does not include an attestation report of the Companys registered public accounting firm regarding internal control over financial reporting. As an emerging growth company, managements report is not subject to attestation by our registered public accounting firm.
There were no changes in our internal control over financial reporting during the most recent fiscal quarter, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.<|endoftext|>Agreement, we agreed to pay Mr. Blaisure $8,000 per month as compensation for his services rendered as provided in the employment agreement. On August 25, 2012, the agreement was updated to increase the monthly compensation to $12,000 per month beginning September 1, 2012. On May 1, 2013, the Company further amended the agreement to increase Mr. Blaisures salary to $18,000 per month. In addition, to the base salary, Mr. Blaisure is entitled to and shall receive a monthly commission equal to 20% of the gross sales of the Company derived from the efforts of Mr. Blaisure after
Table Of Contents deducting $8,000 from such amount. Further, as of the date of the employment agreement, the Company issued to Mr. Blaisure, 3,000,000 shares of common stock and, within 10 days of the signing of the employment agreement, 12,000,000 options to buy common stock of the Company at $.12 per share for a period not to exceed three years from the date of the employment agreement. On June 14, 2013, such expiration date was extended for two more years. On January 8, 2016, the company renewed Mr. Blaisures employment agreement for 5 years additional at the same terms; Mr. Blaisure agreed to forgo his options and the Company granted 12,000,000 rule 144 common shares to John Blaisure.
On December 31, 2012, John Blaisure CEO and Greg Halpern - CFO amended their employment agreements with the Company to eliminate their previous annual bonus entitlements which was previously 10% each of revenues. In exchange for this consideration, the Company agreed that Executive Blaisure will each be decreased as his new bonuses to 6% of net profits, and Executive Halpern will each be decreased as his new bonus to 7% of net profits. Both Executives may elect at their option to receive such bonuses in cash or Rule 144 stock or any combination of both.
### On March 25, 2020, John Blaisure was terminated
We have not had a promoter at any time during our past five fiscal years.
ITEM 12.
The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of March 22, 2018 and by the officers and directors, individually and as a group.
On March 26, 2018, there were 3,715,287,050 issued and outstanding shares of common stock. Unless otherwise noted, each person identified below possesses sole voting and investment power with respect to the shares listed.
The information contained in this table is based upon information received from or on behalf of the named individuals or from publicly available information and filings by or on behalf of those persons with the SEC.
(1)
Unless otherwise indicated, the address for each stockholder listed in the above table is c/o Max Sound Corporation, 3525 Del Mar Heights Road, #802, San Diego, California, 92130.
(2)
Reference Event of Stock conversion from Common to Preferred Shares.
ITEM 13.
On October 2, 2017, the Company, in exchange for Greg Halpern's consideration issuing the Company a line of credit of $100,000 on July 6, 2017 and another line of credit of $200,000 on October 2, 2017
Table Of Contents
### ITEM 14.
Audit Fees
For the Companys fiscal years ended December 31, 2020 and 2019, we were billed approximately $51,200, and $28,000, respectively, for professional services rendered for the audit and review of our financial statements.
### Audit Related Fees
There were no fees for audit related services for the years ended December 31, 2020 and 2019.
Tax Fees
For the Companys fiscal years ended December 31, 2020 and 2019, we were billed approximately $0, and $4,590, for professional services rendered for tax compliance, tax advice, and tax planning.
### All Other Fees
The Company did not incur any other fees related to services rendered by our principal accountant for the years ended December 31, 2020 and 201
Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be: entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.
Our entire board of directors pre-approves all services provided by our independent auditors.
The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records of what percentage of the above fees were pre-approved. However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.
Table Of Contents
PART IV
### ITEM 15.
All Exhibits in calendar year 2020 associated with all prior Form 10 filings are incorporated herein by reference.
3. Exhibits
### Exhibit Number
Description
31.1
32.1
Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Table Of Contents | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Entasis Therapeutics Holdings Inc. (the Company) is filing this Amendment (Amendment No. 1) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was originally filed with the Securities and Exchange Commission on March 23, 2021 (the Original Filing), solely to include in full the certifications required to be included in the Original Filing pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
This Amendment No. 1 restates certain information appearing in Part II and Part IV of the Original Filing for the convenience of the reader, but does not amend or update any of the disclosures or financial statements that were included in the Original Filing. Among other things, this Amendment No. 1 does not reflect events occurring or information that has become known to the Company after the date of the Original Filing, or modify or update those disclosures affected by subsequent events. Accordingly this Amendment No. 1 should be read in conjunction with the Original Filing and forward-looking statements contained herein should be read in their historical context.
### PARTII
Item8.
Our financial statements, together with the report of our independent registered public accounting firm, appear in this Amendment No. 1 beginning on pageF-1.
Item9. Ch anges in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item9A. Con trols and Procedures.
We maintain disclosure controls and procedures, as defined in Rules13a-15(e)and 15d-15(e)under the Exchange Act, that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1)recorded, processed, summarized and reported, within the time periods specified in the SECs rulesand forms and (2)accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2020. Based on the evaluation of our disclosure controls and procedures as of December 31, 2020, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act.
Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. Based on this assessment, management concluded that, as of December 31, 2020, our internal control over financial reporting was effective based on criteria established in the COSO 2013 framework.
This Amendment No. 1 does not include an attestation report of our registered public accounting firm on internal control over financial reporting due to an exemption established by the JOBS Act for emerging growth companies.
There was no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item9B. Other I nformation.
None.
### PARTIV
Item15. Exhibits,
(a)(1)Financial Statements.
The response to this portion of Item15 is set forth under Item8 hereof.
All schedules have been omitted because they are not required or because the required information is given in the Financial Statements or Notesthereto.
(a)(3)Exhibits.
The exhibits listed below are filed as part of this Amendment No. 1 other than Exhibit32.1, which shall be deemed furnished.
### Number
Description
23.1*
24.1*
Power of Attorney.
31.1
Certification of Chief Executive Officer Pursuant to Rules13a-14(a)and 15d-14(a)under the Securities Exchange Act of 1934, as adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer Pursuant to Rules13a-14(a)and 15d-14(a)under the Securities Exchange Act of 1934, as adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002.
32.1**
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
The cover page from the Amendment No. 1 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2020 formatted in inline XBRL (included in Exhibit 101).
*Previously filed.
**
Furnished herewith and not deemed to be filed for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act (whether made before or after the date of this Amendment No. 1), irrespective of any general incorporation language contained in such filing.<|endoftext|>In 2019.
### Maida Consulting Agreement
Effective May 5, 2020, the Company and Dr. Anthony Maida, one of our Board and Committee members, entered into an independent consulting agreement, commencing April 1, 2020 (the
Maida Agreement
), under which Dr. Maida will assist the Company in providing medical expertise and advice from time to time in the design, conduct and oversight of the Companys existing and future clinical trials.
Pursuant to the terms of the Maida Agreement, the Company will grant to Dr. Maida 400,000 restricted shares or stock options of the Companys Common Stock corresponding to $80,000 at the stock value of $0.20 per share, to vest on May 5, 2021. The Company will also pay Dr. Maida $15,000 per month for a minimum of 20 hours per week, in in addition to reimbursement of reasonable and necessary expenses incurred by Dr. Maida in connection with his services to the Company.
Either the Company or Dr. Maida may terminate the Maida Agreement, for any reason, upon 30 days advance written notice.
Dr. Maida was appointed the Chief Clinical Director for the Company effective July 7, 2020. As of the date of this Quarterly Report, Dr. Maida continues to provide his services under the consulting agreement.
The Company recorded $135,000 as expense under the consulting agreement during the year ended December 31, 2020. No similar expense was recorded during the same periods in 2019.
### Other compensation
The Company paid $47,300, $28,000, $46.600 and $10,000 other compensations paid to Messrs. The Company also paid $33,436 Mr.
ITEM 14.
The following table presents fees for professional audit services rendered by our independent public accounting firm, Baker Tilly LLP (formerly Squar Milner LLP which merged into Baker Tilly in November 2020) for the audit of the Companys annual financial statements for the years ended December 31, 2020 and 2019, respectively, and fees billed for other services rendered during those periods.
(1)
Audit fees consisted of audit work performed on the audit of the annual financial statements, review of quarterly financial statements, as well as work that generally only the independent registered public accounting firm can reasonably be expected to provide, such as the provision of consents in connection with the filing of registration statements and statutory audits.
For 2019, we paid Squar Milner $20,000 in connection with the reviews for the six months ended June 30, 2019 and nine months ended September 30, 2019. In addition, we paid Squar Milner $50,000 for the audit for the Company for 2019 and $20,000 related to consents.
Policy on Audit Committee Pre-Approval of Audit and Permissible
Prior to engagement of the independent registered public accounting firm for the next years audit, management will submit an aggregate of services expected to be rendered during that year for each of four categories of services to the Audit Committee for approval.
1.
Audit services include audit work performed in the preparation and audit of the annual financial statements, review of quarterly financial statements, as well as work that generally only the independent auditor can reasonably be expected to provide, such as the provision of consents and comfort letters in connection with the filing of registration statements.
2.
Audit-related services are for assurance and related services that are traditionally performed by the independent auditor, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.
3.
Tax services consist principally of assistance with tax compliance and reporting, as well as certain tax planning consultations.
4.
The Company generally does not request such services from the independent auditor.
The fees are budgeted, and the Audit Committee requires the independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before engaging the independent registered public accounting firm.
In the absence of an Audit Committee, the responsibilities of the Audit Committee are fulfilled by the Board of Directors of the Company. As such, for the year ended December 31, 2019 the Board of Directors approved the appointment and services of Squar Milner LLP.
PART IV
ITEM 15.
(a)
The following documents are filed as part of this Annual Report on Form 10-K.
(1)
### Financial Statements
See financial statements listed in the accompanying Index to Financial Statements covered by the Report of Independent Registered Public Accounting Firm.
(2)
No schedules are submitted because they are not applicable, not required or because the information is included in the Financial Statements as Notes to Financial Statements.
(3)
### Exhibits
*
Redacted portions filed separately with the Securities and Exchange Commission.
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Merida Merger Corp. I (the Company, we, our or us) is filing this Amendment No. 2 (Amendment 2) to the Annual Report on Form 10-K/A (the Amendment) to amend the Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the U.S. Securities and Exchange Commission (the SEC) on March 31, 2021 (the Original 10-K), amended on July 26, 2021 (Amendment 1), as a comprehensive amendment to amend and restate its financial statements and related footnote disclosures as of and for the year ended December 31, 2020 and the financial statements and related footnote disclosures included in the Annual Report on Form 10-K as of and for the period ended December 31, 2019 (the 2019 10-K), each of the Forms 10-Q as of and for the periods ended March 31, 2020, June 30, 2020 and September 30, 2020 (collectively, the Original 10-Qs), and the balance sheet as of November 7, 2019 (the November 7, 2019 Balance Sheet).
All of the shares held by the Companys public stockholders (the Public Shares) contain a redemption feature which provides each holder of such shares with the opportunity to have their shares redeemed, and management has no control over which Public Shares will be redeemed. Accounting Standards Codification (ASC) 480-10-S99-3A Distinguishing Liabilities from Equity, provides that redemption provisions not solely within the control of the issuer require shares subject to redemption to be classified outside of permanent equity. Furthermore, ASC 480-10-25-6(b) provides guidance stating that in determining if an instrument is mandatorily redeemable, a provision that defers redemption until a specified liquidity level is reached would not affect classification of the instrument. As such, management has identified errors made in the historical financial statements where, at the closing of the Companys Initial Public Offering, the Company improperly valued its common stock subject to possible redemption. The Company previously determined the common stock subject to possible redemption to be equal to the redemption value, while also taking into consideration that a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Public Shares can be redeemed or become redeemable subject to the occurrence of future events considered to be outside of the Companys control. Therefore, management concluded that all common stock subject to possible redemption value should be carried at redemption value as temporary equity outside of stockholders equity. As a result, management has concluded that temporary equity and permanent equity as of the Initial Public Offering date and all subsequent reporting periods should be restated in this Amendment 2 to the originally filed Form 10-K and Amendment 1.
As a result, the Companys management, together with the Audit Committee, determined that the Companys financial statements and other financial data as of and for the year ended December 31, 2019 and three months ended March 31, 2020, June 30, 2020, and September 30, 2020 should be restated in the Form 10-K/A as a result of this error. The year ended December 31, 2019 and three months ended Marh 31, 2020, June 30, 2020, and September 30, 2020 will be restated in Note 2 of this December 31, 2020 amended Form 10-K/A. These restatements result in a change in the initial carrying value of the common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and common stock. Further, as a result of this Amendment 2, there is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss); however, earnings per share was impacted due to a change in presentation relating to the restatements.
The financial information that has been previously filed or otherwise reported for this period is superseded by the information in this Form 10-K/A, and the financial statements and related financial information contained in the Original Quarterly Report should no longer be relied upon. On November , 2021, the Company filed a report on Form 8-K disclosing the non-reliance on the financial statements included in the Original Annual Report.
The Companys management has concluded that, in light of the errors described above, and the filing of the Form 10-K, Amendment 1 and Amendment 2 to the December 31, 2020 Form 10-K, a material weakness exists in the Companys internal control over financial reporting and that the Companys disclosure controls and procedures were not effective. Management plans to enhance the system of evaluating and implementing the accounting standards that apply to our financial statements, including enhanced training of our personnel and increased communication among our personnel and third-party professionals with whom we consult regarding application of complex financial instruments. For a discussion of managements consideration of our disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Part I, Item 4, Controls and Procedures of this Form 10-K amendment 2.
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15.<|endoftext|>Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act, subject to certain conditions and limitations set forth in the forward purchase agreements.
### Related Person Transactions Policy
The audit committee of our board of directors adopted a charter, providing for the review, approval and/or ratification of related party transactions, which are those transactions required to be disclosed pursuant to Item 404 of Regulation
S-K as promulgated by the SEC, by the audit committee. At its meetings, the audit committee shall be provided with the details of each new, existing, or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the company has already committed to, the business purpose of the transaction, and the benefits of the transaction to the company and to the relevant related party.
ITEM14.
Audit Fees
During the period from August25, 2020 (inception) through December31, 2020, fees for our independent registered public accounting firm were approximately $71,585 for the services Withum performed in connection with our Initial Public Offering, Forms
10-Q for the respective period and the audit of our December31, 2020 financial statements included in this Annual Report on Form
10-K.
### Audit-Related Fees.
During the period from August25, 2020 (inception) through December31, 2020, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements.
Tax Fees
During the period from August25, 2020 (inception) through December31, 2020, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning.
### All Other Fees
During the period from August25, 2020 (inception) through December31, 2020, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.
Pre-Approval
### Policy
PART IV
ITEM15.
(a)
10-K:
(1)
### Financial Statements:
F-2
### Financial Statements:
Balance Sheet (restated)
F-3
Statement of Operations (restated)
F-4
Statement of Changes in Shareholders Equity (restated)
F-5
Statement of Cash Flows (restated)
F-6
### Notes to Financial Statements (restated)
F-7toF-18
(2)
None
(3)
### Exhibits
20549.
### Exhibit number
Description of exhibit
3.1
Amended and Restated Memorandum and Articles of Association (1)
4.1
Warrant Agreement, dated September30, 2020, between the Company and Continental Stock Transfer& Trust Company(1)
4.2
Form of Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the amendment to the Companys Form
No.333-248762))
4.3
Form of Specimen ClassA Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the amendment to the Companys Form
No.333-248762))
4.4
Form of Warrant Certificate (incorporated by reference to Exhibit 4.3 to the amendment to the Companys Form
No.333-248762))
4.5
Description of Registrants Securities (2).
10.1
Private Placement Warrants Purchase Agreement, dated September30, 2020, between the Company and Altimeter Growth Holdings (1)
10.2
Investment Management Trust Agreement, dated September30, 2020, between the Company and Continental Stock Transfer& Trust Company (1)
10.3
Registration and Shareholder Rights Agreement, dated September30, 2020, between the Company and certain security holders (1)
10.4
Letter Agreement, dated September30, 2020, between the Company, Altimeter Growth Holdings and each of the officers and directors of the Company (1)
10.5
Forward Purchase Agreement, dated September17, 2020 between the Company and Altimeter Partners Fund, L.P. (incorporated by reference to Exhibit 10.9 to the amendment to the Companys Form
No.333-248762))
10.6
Forward Purchase Agreement, dated September16, 2020 between the Company and JS Capital LLC (incorporated by reference to Exhibit 10.10 to the amendment to the Companys Form
No.333-248762))
10.7
Form of Indemnity Agreement, dated September30, 2020, between the Company and each of the officers and directors of the Company(1)
10.8
Administrative Services Agreement, dated September30, 2020, between the Company and the Altimeter Growth Holdings (1)
10.9
Promissory Note, dated August27, 2020, issued by the Company to Altimeter Growth Holdings (incorporated by reference to Exhibit 10.5 to the Companys Form
### S-1, filed on September11, 2020 (File
No.333-248762))
31.1*
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules
13a-14(a) and
31.2*
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules
13a-14(a) and
32.1**
32.2**
101.INS*
XBRL Instance Document.
101.SCH*
101.CAL*
101.DEF*
101.LAB*
101.PRE*
*
Filed herewith.
**
Furnished herewith
(1)
Previously filed as an exhibit to our Current Report on Form
8-K filed on October6, 2020 (File
No.001-39573) and incorporated by reference herein.
(2)
Previously filed as an exhibit to our Annual Report on Form
10-K filed on March26, 2021 and incorporated by reference herein.
ITEM16.
FORM
10-K
SUMMARY.
None. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
The Merger Agreement and related transactions and to otherwise take certain other actions in support of the Merger Agreement and related transactions and the other matters submitted to Advent stockholders for their approval, and provide a proxy to the Company to vote such Advent stock accordingly. The Voting Agreements prevent transfers of the Advent stock held by such stockholder between the date of the Voting Agreement and the date of the Closing, except for certain permitted transfers where the recipient also agrees to comply with the Voting Agreement.
### Lock-Up Agreement
Simultaneously with the execution and delivery of the Merger Agreement, certain former stockholders of Advent, who collectively owned 23,735,315 shares of our common stock as of February 5, 2021, entered into a Lock-Up Agreement with the Company and the Purchaser Representative (each, a
Lock-Up Agreement
). Pursuant to the Lock-Up Agreements, each Advent stockholder party thereto agreed not to, during the period commencing from the Closing and ending on the one (1) year anniversary of the Closing (subject to early release if the closing price of the Companys common stock equals or exceeds $12.00 per share for any 20 out of 30 trading days commencing 150 days after the Closing and also subject to early release if the Company, following the Business Combination, consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Companys stockholders having the right to exchange their equity holdings in the Company for cash, securities or other property): (x) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any restricted securities, (y) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the restricted securities, or (z) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (x), (y) or (z) above is to be settled by delivery of restricted securities or other securities, in cash or otherwise (in each case, subject to certain limited permitted transfers where the recipient takes the shares subject to the restrictions in the Lock-Up Agreement).
Similarly, our sponsor, who as of February 5, 2021, along with its permitted transferees, owned a total of 5,513,019 shares of our common stock, agreed to a substantially identical lock-up in connection with the initial public offering (and its permitted transferees are subject to such lock-up with respect to the shares transferred to such permitted transferees). Additionally, our sponsor, who as of February 5, 2021, along with its permitted transferees, owned a total of 4,340,278 private placement warrants and working capital warrants, agreed with the Company not to dispose of or hedge any of the private placement warrants or working capital warrants or shares of our common stock underlying such warrants during the period from the date of the Closing continuing through the date that is 30 days after the Closing.
### Non-Competition Agreement
Simultaneously with the execution and delivery of the Merger Agreement, certain insider Advent stockholders entered into non-competition and non-solicitation agreements for the benefit of the Company, Advent and each of their respective present and future affiliates, successors and subsidiaries (each, a
Non-Competition Agreement
), to become effective at the Closing, pursuant to which the Advent stockholder party thereto agreed not to compete with the Company, Advent and their respective affiliates during the three (3) year period following the Closing in North America or the European Union (including Greece) or in any other markets in which the Company and Advent are engaged. The Advent stockholder party thereto also agreed during such three (3) year restricted period to not solicit employees or customers of such entities. The Non-Competition Agreement also contains customary confidentiality and non-disparagement provisions.
Item 14.
The following is a summary of fees paid or to be paid to Marcum LLP, for services rendered.
Audit Fees.
Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings. The aggregate fees of Marcum related to audit and review services in connection with our initial public offering and business combination totaled $100,425 for the year ended December 31, 2020 and $75,447 for the year ended December 31, 2019.
### Audit-Related Fees
During each of the years ended December 31, 2020 and December 31, 2019, we did not pay Marcum any audit-related fees.
Tax Fees
We did not pay Marcum for tax return services, planning and tax advice for each of the year ended December 31, 2020 and December 31, 2019.
### All Other Fees
We did not pay Marcum for any other services for each of the year ended December 31, 2020 and December 31, 2019.
Pre-Approval Policy
### PART IV
Item 15.<|endoftext|>Other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
(3)
### Exhibits
Exhibit No.
Description
2.1
2.2
2.3
3.1+
Conformed version of Certificate of Incorporation of Interpace Biosciences, Inc., as amended by the Certificate of Amendment, effective January 15, 2020, and the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, filed January 17, 2020, filed herewith.
3.2
4.1
Description of Securities, filed herewith.
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
Loan and Security Agreement, dated November 13, 2018, by and among Silicon Valley Bank, , Interpace Diagnostics Corporation, and Interpace Diagnostics, LLC, filed herewith.
4.10
4.11
10.1*
10.2*
Interpace Biosciences, Inc.
Exhibit No.
Description
10.3*
10.4*
10.5*
10.6*
10.7*
10.8*
10.9*
10.10*
Incentive Stock Option Agreement between
10.11*
Employment Agreement between
10.12*
10.13*
10.14*
10.15*
10.16*
and Jack E.
10.17*
10.18*
Form of Indemnification Agreement by and between
10.19*
10.20
Interpace Biosciences, Inc.
Exhibit No.
Description
10.21
10.22
10.23
10.24
10.25
10.26
10.27
Amendment No.
10.28
Amendment No.
10.29
Amendment No.
10.30
Amendment No.
10.31
Amendment No.
10.32
Amendment No.
10.33
Amendment No.
10.34
Amendment No. 8 to Lease, dated December 31, 2019, by and between WE 2 Church Street South LLC and Interpace Diagnostics Lab Inc., filed herewith.
10.35
10.36
First Amendment, dated September 26, 2017, by and between Saddle Lane Realty, LLC and Interpace Diagnostics Corporation, filed herewith.
10.37
Amendment No.
10.38
Form of Securities Purchase Agreement, dated January 20, 2017, by and between
10.39
Warrant Agency Agreement, dated June 21, 2017, by and between
Interpace Biosciences, Inc.
Exhibit No.
Description
10.40
10.41
Securities Purchase Agreement, dated July 15, 2019, by and between
10.42
10.43
10.44
and Cancer Genetics, Inc., filed herewith.
10.45
First Amendment to Lease, dated October 30, 2017, by and between Meadows Landmark LLC and Cancer Genetics, Inc., filed herewith.
10.46
Consent to Assignment, dated July 19, 2019, by and among Meadows Landmark LLC, Cancer Genetics, Inc., and Interpace BioPharma, Inc., filed herewith.
10.47
Lease Agreement, dated June 12, 2004, by and between Southport Business Park Limited Partnership and Gentris Corporation, filed herewith.
10.48
Letter Amendment, dated October 21, 2004, by and between Southport Business Park Limited Partnership and Gentris Corporation, filed herewith.
10.49
Second Amendment to Lease, dated June 17, 2005, by and between Southport Business Park Limited Partnership and Gentris Corporation, filed herewith.
10.50
Third Amendment to Lease, dated May 25, 2006, by and between Southport Business Park Limited Partnership and Gentris Corporation, filed herewith.
10.51
Fourth Amendment to Lease, dated December 20, 2007, by and between Southport Business Park Limited Partnership and Gentris Corporation, filed herewith.
10.52
Fifth Amendment to Lease, dated June 15, 2009, by and between Southport Business Park Limited Partnership and Gentris Corporation, filed herewith.
10.53
Sixth Amendment to Lease, dated June 3, 2010, by and between Southport Business Park Limited Partnership and Gentris Corporation, filed herewith.
10.54
Seventh Amendment to Lease, dated October 26, 2010, by and between Southport Business Park Limited Partnership and Gentris Corporation, filed herewith.
10.55
Eighth Amendment to Lease, dated July 27, 2011, by and between Southport Business Park Limited Partnership and Gentris Corporation, filed herewith.
10.56
Ninth Amendment to Lease, dated November 7, 2012, by and between Southport Business Park Limited Partnership and Gentris Corporation, filed herewith.
10.57
Tenth Amendment to Lease, dated July 15, 2014, by and among Southport Business Park Limited Partnership, Gentris Corporation, and Gentris, LLC, filed herewith.
10.58
and Interpace BioPharma, Inc., filed herewith.
10.59
Guaranty of Lease, dated July 15, 2019, by and between and Southport Business Park Limited Partnership, filed herewith.
10.60
10.61
10.62
21.1
Subsidiaries of the Registrant, filed herewith.
23.1
Consent of BDO USA, LLP, filed herewith.
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.1
32.2
*
Denotes compensatory plan, compensation arrangement or management contract.
+
This exhibit is being filed pursuant to Item 601(b)(3)(i) of Regulation S-K which requires a conformed version of the Companys charter reflecting all amendments in one document. The exhibit reflects the Companys Certificate of Incorporation, as amended, as amended by the Certificate of Amendment, effective January 15, 2020, and the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, filed January 17, 2020.
ITEM 16.
### Form 10-K Summary
The Company has opted to not provide a summary. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
### EXPLANATORY NOTE
10X Capital Venture Acquisition Corp (the Company, we, our or us) is filing this Annual Report on Form 10-K/A (Amendment No. 1), or this Amendment, to amend our Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March 30, 2021, or the Original Filing, to restate our financial statements as of and for the period ended December 31, 2020. We are also restating the financial statement as of November 27, 2020 in the accompanying financial statements included in this Annual Report (collectively, the Original Financial Statements).
The restatement primarily relates to consideration of the factors in determining whether to classify contracts that may be settled in an entitys own stock as equity of the entity or as an asset or liability in accordance with Accounting Standards Codification (ASC) 815-40,
Derivatives and HedgingContracts in Entitys Own Equity
In the Original Financial Statements, the Company classified the public warrants and private placement warrants issued in connection with the Companys initial public offering (the Warrants) as equity instruments. Upon further consideration of the rules and guidance, management of the Company concluded that the Warrants are precluded from equity classification. As a result, the Warrants should be recorded as liabilities on the balance sheet and measured at fair value at inception and on a recurring basis in accordance with ASC 820,
Fair Value Measurement, with changes in fair value recognized in the statement of operations.
As a result, on May 13, 2021, the Companys audit committee of the board of directors concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.
The Companys accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Companys previously reported investments held in trust, cash flows or cash.
The Company has not amended its Current Report on Form 8-K filed on December 3, 2020 for the period affected by the restatement. The financial information that has been previously filed or otherwise reported is superseded by the information in this Amendment, and the financial statements and related financial information contained in such previously filed report should no longer be relied upon.
The restatement is more fully described in Note 2 of the notes to the financial statements included herein.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Companys principal executive officer and principal financial officer are filed as exhibits (in Exhibits 31.1, 31.2, 32.1 and 32.2) to this Amendment under Item 15 of Part IV hereof.
Except as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Amendment does not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Companys other filings with the SEC. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Filing.
### Restatement Background
On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a public statement (the Public Statement) on accounting and reporting considerations for warrants issued by special purpose acquisition companies (SPACs). The Public Statement discussed certain features of warrants issued in SPAC transactions that may be common across many entities. The Public Statement indicated that when one or more of such features is included in a warrant, the warrant should be classified as a liability measured at fair value, with changes in fair value each period reported in earnings.
This Amendment reflects the correction of the following errors identified in light of the Public Statement, subsequent to the filing of the Original Financial Statements (see Item 8 and Note 2 of the notes to the financial statements included herein for more details on the impact of the restatement errors on our financial statements).
Internal Control and Disclosure Controls Considerations
In connection with this restatement, the Companys management has concluded that in light of the classification error described above, a material weakness exists in the Companys internal control over financial reporting and that the Companys disclosure controls and procedures were not effective.
### Items Amended In This Amendment
For the convenience of the reader, this Annual Report Form 10-K/A sets forth the Original Filing in its entirety, as amended to reflect the restatement. No attempt has been made in this Form 10-K/A to update other disclosures presented in the Original Filing, except as required to reflect the effects of the restatement. The following items have been amended as a result of the restatement:
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15.<|endoftext|>To be implemented. As a result of these efforts, the Company determined that the material weaknesses were remediated, and our internal control over financial reporting was effective as of December 31, 2020.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules13a-15(e) and 15d-15(e)under the Exchange Act). Our management, including our Chief Executive Officer and Chief Financial
Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020. In making its evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in
Based on this evaluation, management concluded that the Companys internal control over financial reporting was effective as of December 31, 2020. Our independent auditor, Deloitte and Touche LLP, an independent registered public accounting firm, has issued an attestation report on the effectiveness of our internal control over financial reporting, which is included below.
Our management, including the Principal Executive Officer, the Principal Financial Officer, and the Principal Accounting Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and fraud. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
We have audited the internal control over financial reporting of eXp World Holdings, Inc. and subsidiaries (the Company) as of December 31, 2020, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated March 11, 2021, expressed an unqualified opinion on those financial statements.
### Basis for Opinion
/s/ Deloitte & Touche LLP
March 11, 2021
Item9B.
### OTHER INFORMATION
None.
PARTIII
Item10.
We have adopted a written Code of Business Conduct and Ethics that applies to all directors, officers and employees, including a separate code that applies to only our principal executive officers and senior financial officers in accordance with Section406 of the Sarbanes-Oxley Act of 2002 and the rules of the SEC promulgated thereunder. Our Code of Business Conduct and Ethics is available in the corporate governance subsection of the investor relations section of our website, www.expworldholdings.com, and is available in print upon written request to the Corporate Secretary, eXp World Holdings, Inc., 2219 Rimland Drive, Suite 301, Bellingham, WA 98226. In the event that we make changes in, or provide waivers from, the provisions of the Code of Business Conduct and Ethics that the SEC requires us to disclose, we will disclose these events in the corporate governance section of our website.
Matters to be Voted on Proposal 1: Election of Directors;
### Corporate Governance;
Executive Officers;
Section 16(a) Beneficial Ownership Reporting Compliance;
### Accounting Matters Report of Audit Committee; and
Certain Relationships and Related Transaction.
Item11.
### EXECUTIVE COMPENSATION
Matters to be Voted on Proposal 3: Approval of 2020 Executive Compensation on an Advisory Basis;
### Corporate Governance Compensation Committee;
Executive Compensation; and
Director Compensation.
Item12.
The following table summarizes certain information regarding our equity compensation plan as at December 31, 2020:
Other information required by this item will be contained under the following headings in the Proxy Statement and is incorporated herein by reference:
Beneficial Ownership of Common Stock.
Item13.
### Corporate Governance Board of Directors Overview;
Corporate Governance Controlled Company
Certain Relationships and Related-Person Transactions; and
Corporate Governance Director Independence.
Item14.
Matters to be Voted on Proposal 2: Ratification of Appointment of Independent Auditor for 2021;
### Corporate Governance Audit Committee; and
Accounting Matters Principal Independent Auditor Fees.
PARTIV
Item15.
(1) Financial Statements
See Consolidated Financial Statements in Item 8
(a)
(2) Financial Statements Schedule**
**
All other schedules have been omitted because they are inapplicable, not required or because the information is given in the Consolidated Financial Statements or notes thereto. This supplemental schedule should be read in conjunction with the Consolidated Financial Statements and notes thereto included in this report.
### EXHIBITS
Item16.
### Form10-K Summary
None | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
### GLOSSARY OF TERMS
Unless otherwise provided in this Annual Report on Form 10-K: references to we, us, company or our company refer to INSU Acquisition Corp. III; references to our sponsor refer collectively to Insurance Acquisition Sponsor III, LLC, a Delaware limited liability company, and Dioptra Advisors III, LLC, a Delaware limited liability company.The manager of each entity is Cohen & Company, LLC, a Delaware limited liability company; references to founder shares are to 8,525,000 shares of our Class B common stock issued by us to our initial stockholders; references to our initial public offering means the initial public offering of 25,000,000 of our units, each unit consisting of one share of our Class A common stock and one-third of one warrant, where each whole warrant entitles the holder to purchase one share of our Class A common stock, which was consummated on December 22, 2020. references to our management or our management team refer to our officers; references to private placement refer to the private placement of 575,000 units purchased by our sponsor, which was consummated simultaneously with the completion of our initial public offering, at a purchase price of $10.00 per unit for a total purchase price of $5.75 million; references to placement units are to the 575,000 units purchased by our sponsor in the private placement, each placement unit consisting of one placement share and one-third of one placement warrant; references to placement shares are to an aggregate of 575,000 shares of our Class A common stock included within the placement units purchased by our sponsor in the private placement; references to placement warrants are to warrants to purchase an aggregate of 191,667 shares of our Class A common stock included within the placement units purchased by our sponsor in the private placement; and references to trust account are to the trust account into which $250,000,000 of the net proceeds of the initial public offering and private placement were deposited for the benefit of the public stockholders.
ii
### EXPLANATORY NOTE
INSU Acquisition Corp. 1 to the Annual Report on Form 10-K/A, or this Amendment, to amend our Annual Report on
Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on March 30, 2021, or the Original Filing, to restate our financial statements as of and for the period ended December 31, 2020. We are also restating the financial statement as of December 22, 2020 (collectively, the Original Financial Statements), in the accompanying financial statements included in this Annual Report.
### Restatement Background
In the Original Financial Statements, the Company classified the public warrants and placement warrants issued in connection with the Companys initial public offering (the Warrants) as equity instruments.
In the process of evaluating its financial statements the Company also restated its financial statements to classify its public shares in temporary equity. The Company had previously classified certain public shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (defined in Rule 3a51-1(g)(1) of the Exchange Act to be total assets less intangible assets and liabilities) to be less than $5,000,001. The Company restated its financial statements to classify all public shares as temporary equity and any related impact, as the threshold in its amended and restated certificate of incorporation would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside of permanent equity.
As a result, on June 23, 2021, the Company's management and the Audit Committee of the Company's board of directors (the "Audit Committee"), after consultation with management, concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error on the balance sheet and to record the accompanying change to the statement of operations. Subsequently, on June 24, 2021, the Company filed an Item 4.02 Current Report on Form 8-K announcing that the Original Financial Statements should no longer be relied upon.
The Company has not amended its previously filed Current Report on Form 8-K for the period affected by the restatement. The financial information that has been previously filed or otherwise reported is superseded by the information in this Amendment, and the financial statement and related financial information contained in such previously filed report should no longer be relied upon.
iii
The Company's management has concluded that the Company's disclosure controls and procedures and internal control over financial reporting were not effective as of December 31, 2020, due to a material weakness in internal control over financial reporting solely related to the accounting for warrants described above. The material weakness is more fully described in Part II, Item 9A. Controls and Procedures of this Annual Report.
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15.<|endoftext|>Washington, D.C. 20549
FORM10-K/A
(Amendment No. 1)
(Mark One) x
ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
### For the fiscal year ended December31, 2020
Or
TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
To
Commission File No.001-39410
### CC Neuberger Principal Holdings II
Cayman Islands
### EXPLANATORY NOTE
Included in this Amended Annual Report on Form 10-K/A for the fiscal year ended December31, 2020, CC Neuberger Principal Holdings II (the Company) is restating (i)the unaudited financial statements as of September 30, 2020, for the three months ended September 30, 2020 and for the period from May 12, 2020 (inception) to September 30, 2020, that were previously reported in the Companys Quarterly Report on
Form 10-Q filed with the U.S. Securities and Exchange Commission (SEC) on November 16, 2020 (the Quarterly Report) (ii) the auditedfinancial statements as of December 31, 2020 and for the period from May 12, 2020 (inception) through December 31, 2020 that were previously reported in the Companys Annual Report on
Form 10-K filed with the SEC on March 31, 2021 (the Original 10-K) and (iii) certain items on the Companys previously issued audited balance sheet dated as of August 4, 2020, which were included in the Company's Current Report on
Form 8-K filed with the SEC on August 10, 2020 (the IPO Closing 8-K).
On April12, 2021, the Staff of the SEC issued a public statement entitled Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs). This public statement highlighted the complex nature of warrants issued in connection with a SPACs formation and initial registered offering and the potential accounting implications of certain terms that may be common in warrants included in SPAC transactions to determine if any errors exist in previously-filed financial statements.
With this new public statement, the Company, determined that a fresh evaluation of the accounting for the warrants was necessary. Under U.S. GAAP), an equity-linked financial instrument, such as a warrant, must be considered indexed to a companys own stock in order to qualify for equity classification. If an event is not within a companys control, potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant could result in the warrant classified as an asset or a liability rather than equity resulting in fair value measurement each reporting period.
In addition, because, the Companys warrants include a cash settlement feature that could arise in certain events (specifically, in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of the Companys ordinary shares, all holders of the warrants would be entitled to receive cash for their warrants), the Company is now of the view that the warrants should have been accounted for as a liability, recorded at fair value at the date of issuance and marked to market at each balance sheet date. All changes in fair value should have been recorded in earnings.
In order to properly reflect the change in accounting for the warrants, (i) the unaudited financial statements as of September 30, 2020, for the three months ended September 30, 2020 and for the period from May 12, 2020 (inception) to September 30, 2020, that were previously reported in the Quarterly Report, (ii)the audited financial statements as of December 31, 2020 and for the period from May 12, 2020 (inception) through December 31, 2020 that were previously reported in the Original 10-K are being restated in this Form 10-K/A and (iii) certain items on the Companys previously issued audited balance sheet dated as of August 4, 2020, which were included in the Companys Current Report on Form 8-K filed with the SEC on August 10, 2020 (the IPO Closing 8-K).
The reclassification of warrants as components of liabilities instead of equity had no impact on the Companys liquidity or cash flows.
As a result of that reassessment, the Companys management determined that its disclosure controls and procedures as of the end of each such period were not effective with respect to the classification of the Companys warrants and forward purchase agreement as components of equity instead of as liabilities. For more information, see Item9A: Controls and Procedures included in this Amended Annual Report on Form 10-K/A.
The Company has not amended its previously filed Quarterly Reports on Form 10-Q for the periods affected by the restatement. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this Amended Annual Report on Form 10-K/A, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon.
The restatement is more fully described in Note 2 and 12 of the notes to the financial statements included herein.
The following items are amended in this Amended Annual Report on Form 10-K/A: (i) Item 1A: "Risk Factors"; (ii) Item 7: "Managements Discussion and Analysis of Financial Condition and Results of Operations"; (iii) Item 8: "Financial Statements and Supplementary Data"; (iv) Item 9A: "Controls and Procedures"; and (v) Item 15: " | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Orrington Avenue, 13 th
(8)
Pursuant to a Schedule 13G filed with the SEC on February 10, 2021, by , which serves as the investment advisor to Polar Multi-Strategy Master Fund (PMSMF) with respect to the shares of the Class A common stock directly held by PMSMF. serves as the investment fund manager, portfolio manager, exempt market dealer and commodity trading manager registered with the Ontario Securities Commission.
(9)
Pursuant to a Schedule 13G filed with the SEC on February 16, 2021 by Beryl Capital Management LLC, which serves as the investment manager to private investment funds and other accounts, and David Witkin. David Witkin is the control person of Beryl Capital Management LLC.
(10)
Pursuant to a Schedule13G filed by Linden Capital L.P. (Linden Capital) with the SEC on December 11, 2020, as amended on February 4, 2021, on behalf of
### Linden GP LLC (Linden GP),
Linden Advisors LP (Linden Advisors),
Siu Min (Joe) Wong and one or more separately managed accounts. Linden GP is the general partner of Linden Capital and, in such capacity, may be deemed to beneficially own the shares of Class A Common Stock held by Linden Capital. In such capacities, Linden Advisors and Mr.Wong may each be deemed to beneficially own the shares of Class A Common Stock held by each of Linden Capital and the Managed Accounts.
(11)
Pursuant to a Schedule13G filed with the SEC on December 18, 2020, as amended on February 16, 2021, by Citadel Advisors LLC (Citadel Advisors), Citadel Advisors Holdings LP (CAH), Citadel GP LLC (CGP), Citadel Securities LLC (Citadel Securities), CALC IV LP (CALC4), Citadel Securities GP LLC (CSGP) and Kenneth Griffin have voting and dispositive power over 1,173,580 shares of Class A common stock owned by Citadel Equity Fund Ltd. (CEFL), Citadel Multi-Strategy Equities Master Fund Ltd. (CM), and Citadel Securities. Mr.
The address of the principal business office of each of Citadel Advisors, CAH, CGP, Citadel Securities, CALC4, CSGP and Kenneth Griffin is 131 S.
### None
Changes in Control
None.
In August2020, our sponsor purchased 5,031,250 founder shares for an aggregate purchase price of $25,000, or approximately $0.005 per share. In September 2020, our sponsor transferred 25,000 founder shares to each of Messrs. Blake and Leeney, Mses. Robinson and Fu, our directors, and Mr.Arnold, one of our senior advisors, and 30,000 founder shares to Ms. Whelan, one of our directors. In December 2020, we effected a stock dividend of approximately 0.143shares for each share of Class B common stock outstanding, resulting in our initial stockholders holding an aggregate of 5,750,000 founder shares. Our officers, directors and a senior advisor then retransferred an aggregate of 22,143shares back to our sponsor.
Our sponsor has purchased an aggregate of 4,833,333 private placement warrants for a purchase price of $1.50 per warrant in a private placement that occurred simultaneously with the closing of our initial public offering. The private placement warrants (including the ClassA common stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30days after the completion of our initial business combination.
As of November30, 2020, we had borrowed $163,000 under the promissory note with our sponsor to be used for a portion of the expenses of our initial public offering. The loan was repaid out of the offering proceeds.
### Related Party Policy
Furthermore, no finders fees, reimbursements, consulting fee, monies in respect of any payment of a loan or other compensation will be paid by us to our sponsor, officers, directors or advisors, or any of their respective affiliates, for services rendered to us prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments are made to our sponsor, officers, directors or advisors, or our or their affiliates, none of which will be made from the proceeds of our initial public offering held in the trust account prior to the completion of our initial business combination:
Payment to our sponsor of $15,000 per month, for up to 24months, for office space, utilities and secretarial and administrative support;
and
Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors, or advisors, or our or their affiliates.
### Item 14.
Audit Fees
During the period from August 6, 2020 (inception) through December 31, 2020, we paid Withum approximately $97,780 for the services it performed in connection with our initial public offering.
### Audit-Related Fees.
During the period from August 6, 2020 (inception) through December 31, 2020, Withum did not render assurance and related services related to the performance of the audit or review of our financial statements.
Tax Fees
During the period from August 6, 2020 (inception) through December 31, 2020, Withum did not render services to us for tax compliance, tax advice or tax planning.
### All Other Fees
During the period from August 6, 2020 (inception) through December 31, 2020, there were no fees billed for products and services provided by Withum other than those set forth above.
Pre-Approval Policy
### PART IV
Item 15.<|endoftext|>In 2019, we issued short-term debt in a private placement to reduce our commercial paper issuances. This short-term debt was redeemed in the third quarter of 2019. Additional liquidity sources include our Credit Facility, 364 Day Credit Facility or the uncommitted credit lines. At December31, 2020, there were no outstanding commercial paper issuances or borrowings under the Credit Facility, the 364 Day Credit Facility or the uncommitted credit lines.
Commercial paper activity was (dollars in millions):
We expect to continue issuing commercial paper to fund our day-to-day liquidity. However, disruptions in the credit markets may lead to periods of illiquidity in the commercial paper market and higher credit spreads. To mitigate any disruption in the credit markets and to fund our liquidity, we may borrow under the Credit Facility, 364 Day Credit Facility or the uncommitted credit lines or access the capital markets if favorable conditions exist. We will continue to monitor closely our liquidity and conditions in the credit markets. We cannot predict with any certainty the impact on us of any disruptions in the credit markets. In such circumstances, we may need to obtain additional financing to fund our day-to-day working capital requirements.
Item 7A.
We manage our exposure to foreign exchange and interest rate risk through various strategies, including the use of derivative financial instruments. We use forward foreign exchange contracts as economic hedges to manage the cash flow volatility arising from foreign exchange rate fluctuations. We may use interest rate swaps to manage our interest expense and structure our long-term debt portfolio to achieve a mix of fixed rate and floating rate debt. We do not use derivatives for trading or speculative purposes. Using derivatives exposes us to the risk that counterparties to the derivative contracts will fail to meet their contractual obligations. We manage that risk through careful selection and ongoing evaluation of the counterparty financial institutions based on specific minimum credit standards and other factors.
We evaluate the effects of changes in foreign currency exchange rates, interest rates and other relevant market risks on our derivatives. We periodically determine the potential loss from market risk on our derivatives by performing a value-at-risk, or VaR, analysis. VaR is a statistical model that uses historical currency exchange rate data to measure the potential impact on future earnings of our derivative financial instruments assuming normal market conditions. The VaR model is not intended to represent actual losses but is used as a risk estimation and management tool. Based on the results of the model, we estimate with 95% confidence a maximum one-day change in the net fair value of our derivative financial instruments at December31, 2020 was not significant.
For the most part, because the revenue and expenses of our foreign operations are denominated in the same local currency, the economic impact on operating margin is minimized. The effects of foreign currency exchange transactions on our results of operations are discussed in Note 2 to the consolidated financial statements.
We operate in all major international markets including the Euro Zone, the U.K., Australia, Brazil, Canada, China and Japan. As an integral part of our global treasury operations, we centralize our cash and use notional multicurrency pools to manage the foreign currency exchange risk that arises from imbalances between subsidiaries and their respective treasury centers. In addition, there are circumstances where revenue and expense transactions are not denominated in the same currency. In these instances, amounts are either promptly settled or hedged with forward foreign exchange contracts. To manage this risk, at December31, 2020 and 2019, we had outstanding forward foreign exchange contracts with an aggregate notional amount of $169.6 million and $284.2 million, respectively. At December31, 2020 and 2019, the net fair value of the forward foreign contracts was not material (see Note 20 to the consolidated financial statements).
Foreign currency derivatives are designated as economic hedges; therefore, any gain or loss in fair value incurred on those instruments is generally offset by decreases or increases in the fair value of the underlying exposure. By using these financial instruments, we reduce financial risk of adverse foreign exchange changes by foregoing any gain which might occur if the markets move favorably. The terms of our forward foreign exchange contracts are generally less than 90 days.
### Interest Rate Risk
We may use interest rate swaps to manage our interest cost and structure our long-term debt portfolio to achieve a mix of fixed rate and floating rate debt. At December31, 2020, our long-term debt consists entirely of fixed-rate debt.
Credit Risk
We provide advertising, marketing and corporate communications services to several thousand clients that operate in nearly every sector of the global economy and we grant credit to qualified clients in the normal course of business. Due to the diversified nature of our client base, we do not believe that we are exposed to a concentration of credit risk as our largest client represented 3.4% of revenue in 2020. However, during periods of economic downturn, the credit profiles of our clients could change.
Item 8.
See Item 15, | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Paid to Marquis and issue shares of Series B Convertible Preferred Stock (the "Series B Preferred Stock") to Marquis instead of shares of Class A Common Stock. On June 15, 2017, the Company completed the transactions contemplated by the Marquis PSA (the "Marquis Closing) for total consideration of approximately $50 million (net of approximately $6 million in customary purchase price adjustments), consisting of approximately $44 million in cash and 1,500,000 shares of the Companys Series B Preferred Stock, which was converted into shares of the Companys Class A Common Stock on a one-to-one basis on November 3, 2017.
In connection with the Marquis Closing, the Company entered into a registration rights agreement with Marquis (the "Marquis RRA). Pursuant to the Marquis RRA, the Company agreed to provide to Marquis certain customary demand and piggyback registration rights relating to Marquiss ownership of Company stock. The Marquis RRA contained customary terms and conditions, including certain customary indemnification obligations.
As of the Effective Date, Sanchez Energy is no longer considered a related party.
### DANIEL R. LOCKWOOD
New Tech Global Ventures, LLC, a company in which a director of the Predecessor, Daniel R. Lockwood, owns a minority limited partnership interest, provided field engineering staff and consultancy services for the Company since 2013. The total cost for such services was approximately $1.7 million in 2020 prior to the Effective Date.
As of the Effective Date, Mr. Lockwood is no longer considered a related party.
### JOHN H. PINKERTON
In February 2019, the Company purchased a property adjacent to its corporate office for future expansion for approximately $2.0 million. The transaction was funded with cash from operations. The seller of the property was indebted to certain trusts established in favor of the children of John H. Pinkerton, a director of the Predecessor. The Company understood that the seller may have used some of the proceeds of the sale to satisfy such outstanding indebtedness, though the Company had no interest or influence over any particular outcome.
As of the Effective Date, Mr. Pinkerton is no longer considered a related party.
These agreements, among other things, require us or will require us to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the persons services as a director or executive officer.
Item 14.
### Independent Registered Accounting Firm Fees
The following table summarizes the fees of BDO USA, LLP, our independent registered public accounting firm, and its affiliates, billed to us for each of the last two fiscal years for audit services and billed to us in each of the last two fiscal years for other services:
Audit Fees
Audit fees consist of fees billed for the audit of our annual consolidated financial statements, the review of the interim consolidated financial statements, and related services that are normally provided in connection with registration statements. Such services can only be provided by our principal accountants.
### Audit-Related Fees
There were no such fees incurred in 2020 or 2019
### Tax Fees
Tax fees consist of fees for professional services, including tax consulting, planning and compliance performed by BDO USA, LLP and its affiliates.
All Other Fees
All other fees consist of services provided by BDO's transaction advisory services group in connection with the Company's evaluation of the tax consequences related to its restructuring activity during 2020. No such fees were incurred in 2019.
### The Audit Committee has adopted a policy (the
Pre-Approval Policy
) which sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by the independent auditor may be pre-approved. The Pre-Approval Policy generally provides that we will not engage BDO USA, LLP to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i)explicitly approved by the Audit Committee ( specific pre-approval
) or (ii)entered into pursuant to the pre-approval policies and procedures described in the Pre-Approval Policy ( general pre-approval
). Unless a type of service to be provided by BDO USA, LLP has received general pre-approval under the Pre-Approval Policy, it requires specific pre-approval by the Audit Committee or by a designated member of the Audit Committee to whom the committee has delegated the authority to grant pre-approvals. On an annual basis, the Audit Committee reviews and generally pre-approves the services (and related fee levels or budgeted amounts) that may be provided by BDO USA, LLP without first obtaining specific pre-approval from the Audit Committee.
### Item 15. Exhibits.
The following documents are included as exhibits to this Form 10-K/A. Those exhibits incorporated by reference are indicated as such in the parenthetical following the description. All other exhibits are included herewith.
Exhibit Number
### Description
Filed
Herewith
31.1
*
31.2
Section 1350 Certification of Chief Accounting Officer
*
1 on Form 10-K/A, formatted in Inline XBRL
*<|endoftext|>Group Holdings, regarding the voting and disposition of securities held by Virgin Group Holdings. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the shares held by VG Acquisition Sponsor LLC. The address of Virgin Group Holdings Limited is Craigmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands and the address of Corvina Holdings Limited is Craigmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands.
Each private placement warrant entitles the holder to purchase one ClassA ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. If we do not complete our initial business combination by October6, 2022, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless.
See Item 13.
Those lock-up provisions provide that such securities are not transferable or salable (i)in the case of the founder shares, until the earlier of (A)one year after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the ClassA ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
provided, however, that in the case of clauses (a)through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements.
### Registration Rights
However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (1)in the case of the founder shares, on the earlier of (A)one year after the completion of our initial business combination or (B)subsequent to our initial business combination, (x)if the last reported sale price of ClassA ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading day period commencing at least 150 days after our initial business combination, or (y)the date following the completion of our initial business combination on which we complete a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ClassA ordinary shares for cash, securities or other property, and (2)in the case of the private placement warrants and the respective ClassA ordinary shares underlying such warrants, 30 days after the completion of our initial business combination.
Item13.
As a result, our sponsor now owns 12,713,750 founder shares.
The private placement warrants (including the ClassA ordinary shares issuable upon exercise of the private placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by it until 30 days after the completion of our initial business combination.
Accordingly, in the event the consummation of our initial business combination takes until October6, 2020, our sponsor will be paid an aggregate of up to approximately $240,000 ($10,000 per month) for office space, administrative and support services and will be entitled to be reimbursed for any out-of-pocket expenses.
Our sponsor agreed to loan us up to $250,000 under an unsecured promissory note to be used for a portion of the expenses of our initial public offering.
### Related Party Policy
S-K under the Exchange Act.
### Director Independence
Lockhart III and Douglas R.
### Item14
### Audit Fees
During the period from February19, 2020 (inception) through December31, 2020, fees for our independent registered public accounting firm were approximately $86,250 for the services Withum performed in connection with our Initial Public Offering, Form
10-K.
### Audit-Related Fees.
During the period from February19, 2020 (inception) through December31, 2020, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements.
Tax Fees
During the period from February19, 2020 (inception) through December31, 2020, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning.
### All Other Fees
During the period from February19, 2020 (inception) through December31, 2020, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.
Pre-Approval
### Policy
Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our independent public registered accounting firm, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).
### PART IV
Item15 | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
Result of holding 999,999 shares of Class A common stock and 1 unit; and
(iii) ICS Opportunities, Ltd., an exempted company organized under the laws of the Cayman Islands (ICS Opportunities), beneficially owned 1,107,500 shares of Class A common stock as a result of holding 1,107,500 units, which together with the shares of Class A common stock beneficially owned by Integrated Core Strategies and Riverview Group represented 4,639,029 shares of Class A common stock or 7.7% of Class A common stock outstanding.
Englander), currently serves as the sole voting trustee. Therefore, Mr.
(6)
According to Schedule 13G filed with the SEC on February 12, 2021 by Weiss Asset Management LP, a Delaware limited partnership (Weiss Asset Management), WAM GP LLC, a Delaware limited liability company (WAM GP) and Andrew M. Weiss, Ph.D., a United States citizen (Andrew Weiss). The address of the business office of each of these entities and individual is 222 Berkeley St., 16th floor, Boston, Massachusetts 02116. Weiss Asset Management is the sole investment manager to a private investment partnership, (the Partnership) and a private investment fund (Fund). Shares reported for WAM GP, Andrew Weiss and Weiss Asset Management include shares beneficially owned by the Partnership and the Fund.
(7)
According to Schedule 13G filed with the SEC on February 16, 2021 by Glazer Capital, LLC, a Delaware limited liability company (Glazer Capital), with respect to the shares of Class A common stock held by certain funds and managed accounts to which Glazer Capital serves as investment manager (collectively, the Glazer Funds), and Mr. Paul J. Glazer (Mr. Glazer), who serves as the Managing Member of Glazer Capital, with respect to the shares of Class A common stock held by the Glazer Funds. The address of the business office of the entity and individual is 250 West 55th Street, Suite 30A, New York, New York 10019.
(8)
According to Schedule 13G filed with the SEC on February 11, 2021 by Empyrean Capital Overseas Master Fund, Ltd. Amos Mero. The address of the business office of each of these entities and individual is c/o Empyrean Capital Partners, LP, 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067. ECOMF is the record holder of the shares reported herein. ECP serves as investment manager to ECOMF with respect to the Class A common stock directly held by ECOMF. Mr. Amos Meron serves as the managing member of Empyrean Capital, LLC, the general partner of ECP, with respect to the Class A common stock directly held by ECOMF.
None.
### Changes in Control
Not applicable.
Item 13.
In July 2020, our sponsor purchased an aggregate of 15,093,750 founder shares for an aggregate purchase price of $25,000, or approximately $0.002 per share. In July 2020, our sponsor transferred 25,000 founder shares to each of Mr. David Kerko, our former Director, and Mr. Wagner and in August 2020, our sponsor transferred a further 25,000 founder shares to each of Mr. Thompson and Ms. In September 2020, 93,750 founder shares held by our sponsor were forfeited as a result of the partial exercise of underwriters over-allotment option. In December 2020, Mr. Kerko transferred 12,500 founder shares to our sponsor for no consideration as a result of his resignation from the Board. In January 2021, our sponsor transferred 25,000 founder shares to Mr. Kirkpatrick.
Our sponsor has purchased an aggregate of 9,666,667 private placement warrants for a purchase price of $14,500,000, or $1.50 per warrant, that will also be worthless if we do not complete our initial business combination.
If any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, including Nebula Caravel Acquisition Corp., he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. Our officers and directors currently have other relevant fiduciary, contractual or other obligations or duties that may take priority over their duties to us, including to Nebula Caravel Acquisition Corp.
Prior to the consummation of our initial public offering, our sponsor advanced approximately $264,000 to us under a promissory note to cover expenses related to our initial public offering. We repaid the promissory note in full on September 15, 2020.
### Director Independence
### Item 14
### Audit Fees
The aggregate fees billed by Withum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from July 20, 2020 (inception) through December 31, 2020 totaled $57,680.
Audit-Related Fees.
We did not pay Withum for consultations concerning financial accounting and reporting standards for the period from July 20, 2020 (inception) through December 31, 2020.
### Tax Fees
We did not pay Withum for tax planning and tax advice for the period from July 20, 2020 (inception) through December 31, 2020.
All Other Fees
We did not pay Withum for other services for the period from July 20, 2020 (inception) through December 31, 2020.
### Pre-Approval Policy
PART IV
Item 15.<|endoftext|>As of August 31, 2020, and 20,134 shares of Common Stock held by Mr. Hines spouse.
(8)
Includes 3,559 shares of Common Stock held as of August 31, 2021.
(9)
Jamie Schmidt transitioned as the Companys Chief Financial Officer as of December 1, 2020.
(10)
Consists of 657,206 shares held as of August 31, 2021, 15,000 shares of Common Stock issuable upon exercise of options with a strike price of $1.70. Excludes shares beneficially owned by Mr. Schmidt, who, as of December 1, 2020, is no longer an executive officer of the Company.
The following table summarizes information about our equity compensation plans as of May 31, 2021:
(1)
These equity compensation plans consist of our 2014 Equity Incentive Plan and our 2004 Stock Option Plan.
ITEM 13.
CERTAIN
RELATIONSHIPS AND
RELATED
### TRANSACTIONS AND DIRECTOR INDEPENDENCE
Mr.
### Zapata is the founding member of Sententia, and
Mr.
Schmidt, our former CFO and Treasurer, is a former employee of Sententia, which is one of the Companys significant shareholders.
Mr.
Zapata. In addition, pursuant to the consulting agreement,
Mr.
Zapata was granted 17,777 restricted stock units on August 6, 2019 that vested on such date, and
Mr.
Before becoming the Companys Chief Financial Officer,
Mr.
Schmidt entered into an independent contractor agreement with the Company, which was effective February 1, 2019 through his appointment as Chief Financial Officer in January 2020. Pursuant to Mr. Schmidts independent agreement,
Mr.
Schmidt provided corporate development services, including the establishment and management of client data rooms and documents for discussions with strategic partners, to the Company, and he was paid $6,500 per month for such services.
Mr.
Schmidt also received a $92,500 closing bonus in connection with services provided to the Company related to the closing of its November 22, 2019 sale of its Schmitt Dynamic Balance Systems business line to
### Tosei
Engineering Corp. and
Tosei
### America, Inc.
Sherry Hines, the wife of Director Andrew Hines, was engaged in an independent contractor agreement with the Company, effective July 4, 2020, to provide human resource services for Ample Hills Creamery. She was granted 10,000 restricted stock units for her initial term. The Company entered into a subsequent agreement, effective October 4, 2020, whereby she would be granted additional stock each quarter for continued services, with total compensation not exceeding $120,000. Due to Ms. Hines compensation. Mr. Hines was no longer considered an independent director for the Audit Committee and stepped down from his position on the Audit Committee.
Director Independence
The Board has determined that, except for Messrs. Zapata and Hines, all of our current non-employee directors are independent within the meaning of SEC and NASDAQ rules.
ITEM 14.
The Audit Committee pre-approves all audit and non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services as allowed by law or regulation. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specifically approved amount. The independent auditors and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval and the fees incurred to date. The Audit Committee, or one of its members to whom authority has been delegated by the Audit Committee, may also pre-approve particular services on a case-by- case basis. The Audit Committee, or one of its members to whom authority had been delegated, pre-approved all of the Companys audit fees, audit-related fees, tax fees, and all other fees for services by the independent auditors during Fiscal 2021 and Fiscal 2020.
### Fees Billed for the 2021 and 2020 Fiscal Years
Audit Fees and Audit-Related Fees
For the fiscal years ended May 31, 2021 and May 31, 2020, Moss Adams LLP and their affiliates billed, or have estimated they will bill, a total of $314,747 and $204,495, respectively, for their audits, and fees reasonably related to the performance of the audits of the Companys annual consolidated financial statements for those fiscal years; review of financial statements contained in the Companys Forms 10-Q in those fiscal years; and services that are normally provided by the accountants in connection with statutory and regulatory filings or engagements for those fiscal years.
For the fiscal years ended May 31, 2021 and May 31, 2020 UHY LLP and their affiliates billed, or have estimated they will bill, a total of $92,250 and $0, respectively.
### Tax Fees
For the fiscal years ended May 31, 2021 and May 31, 2020, Moss Adams LLP and their affiliates billed, or have estimated they will bill, the Company $0 and $0, respectively, for preparation of subsidiary tax return.
All Other Fees
In the fiscal years ended May 31, 2021 and May 31, 2020, Moss Adams LLP and their affiliates billed the Company $71,878 and $0, respectively, for services other than those already disclosed above.
PART
IV
ITEM 15.
EXHIBITS AND FINANCIAL
STATEMENT
### SCHEDULES
Exhibits
The following documents are filed as part of this Amendment, and they supplement the exhibits filed and furnished with the Original Filing:
### Exhibit Number
Description
31.1
31.2 | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
None.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this Amendment) amends the Annual Report on Form 10-K of Medley LLC(the Company) for the year ended December 31, 2020, originally filed with the U.S.
PART II.
Item 9B.
### Other Information.
PART III.
### Item 10.
The Board of , the managing member of Medley LLC,is elected annually and each of our directors serve one year terms. References herein to our Board of Directors, our Board and our directors refer to the Board of Directors of our managing member Medley Management Inc.
### Directors
Brook Taube
since its formation in 2014. Prior to forming Medley, Mr. Mr. Mr. Taube received a B.A. from Harvard University.
### Seth Taube
since its formation in 2014. Prior to forming Medley, Mr. Mr. Mr. Taube received a B.A. from Harvard University, an M. Litt. in Economics from St.
### Peter Kravitz,
Mr. The focus of Mr. Additionally, Mr. Disbursing Agent; Mr. Kravitz received his J.D. Mr.
### Guy Rounsaville, Jr.
Mr.
and United American Bank. Mr. Mr. From 2001 to 2006, Mr. Prior to that, Mr. Mr. He received a B.A.
John Hathaway Dyett
,
Mr. Mr. Mr. Mr. and Needham and Co., Inc. Mr. Mr.
### Executive Officers
Richard T. Allorto, Jr.
Mr.
Prior to joining Medley, Mr. Mr. Mr.
Messrs.
Mr. Liao currently serves as Medleys Chief Investment Officer and will additionally retain this title. Mr. Richards currently serves as Medleys Chief Credit Officer and will additionally retain this title. Mr. Messrs.
Liao, Mr. Crowe and Mr. Richards is set forth below:
### Howard Liao,
Mr. Mr. Prior to joining Medley, Mr. Mr.
Dean Crowe,
Before joining UBS, Mr. Mr. Mr.
### David G. Richards,
Prior to rejoining Medley, Mr. Mr. During Mr. Mr.
Controlled Company Status
Family Relationships of
Messrs.
### Committee Membership
Audit Committee -
### John
Hathaway
See
### Board of
### Compensation Committee -
Mr.
John H.
Mr.
Messrs.
Mr.
Mr. GuyRounsaville, Jr.
Mr. John H.
Restructuring Subcommittee
Code of Conduct and Ethics
Item 11.
### Executive Compensation
Summary Compensation Table
Richard T. and
John D.
(1)
In addition, each of Mr. Allorto and Mr. Fredericks receive a $25,000 monthly cash payment(in the case of Mr. Fredericks, through the month of his resignation), included under Salary in the Summary Compensation Table. For 2020, Mr.
(2)
(3)
Amounts reported under All Other Compensation include income distributions on Restricted LLC Units, distributions on carried interest percentage awards, Company-paid executive health insurance, Company non-elective retirement plan contributions, Company-paid life insurance premiumsand Company-reimbursed professional dues. In addition,Mr.
(4)
On August 11, 2020, Mr.
### Guaranteed Payments
Brook Taube and Mr. Seth Taube (who will hold such office to May 3, 2021, and are continuing as Co-Chairmen of our Board of Directors) have historically included an entitlement to guaranteed cash payments, which had been waivedbeginning September 23 2014, the date of Medley Management Inc.'sinitial public offering through December 31, 2019.In addition, we pay to Mr. Allorto (and to Mr. Mr. Fredericks and the Company.
Mr. Brook Taube received a cash bonus of $200,000, paid on July 13,2020 for services rendered in 2020. Mr. Allorto and Mr.
Allorto and Mr.
### Restrictive Covenants
Retirement Plan
(1)
(2)
(3)
(4)
(5)
Mr.
(6)
Mr.
(7)
Mr.
Item 12.
### Ownership of Securities
The following table sets forth information regarding the beneficial ownership of shares of Medley Management Inc. common stock and of LLC Units of Medley LLC as of
April 28, 2021by (1
* Represents less than 1%.
(1)
Percentage of Class A common stock beneficially owned as reflected in this table is based on 3,061,859 shares of Class A common stock outstanding as of April 28,2021.
(2)
Mr.
(3)
(4)
Ms. Taube on April 19, 2021, April 20, 2021, April 21, 2021,April 26, 2021 and April 27, 2021.
(5)
(6)
(7)
(8)
On August 11, 2020, Mr.
(1)
2014 Omnibus Incentive Plan.
(2)
### Item 13.
### Exchange Agreement
The foregoing description of the Exchange Agreement is a summary only and is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibit 10.2 to the Company'sAnnual Report on Form 10-Kfiled on March 31, 2021, and is incorporated herein by reference.
The foregoing description of the registration rights agreement is a summary only and is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibit 10.5 to the Company's Annual Report on Form 10-K filed on March 31, 2021,and is incorporated herein by reference.
On January 19, 2021, pursuant to and in accordance with the Exchange Agreement, the pre-IPO members of Medley LLC (the pre-IPO Owners or "pre-IPO members") exchanged an aggregate of approximately 98% of their vested LLC Units for shares of Class A Common Stock (collectively, the Unit Exchange). Allorto, Jr.
Allorto, Jr. Brook Taube and Mr.
### Tax Receivable Agreement
On August 11, 2020, John D. Fredericks.
### Other Transactions
Brook Taube and Mr. Mr.
Family Relationships of
Messrs.
Item 14.
### RSM US LLP Fees
(1)
(2)
(3)
(4)
PART IV.
Item 15.
### Exhibits
Exhibit No.
Exhibit Description
31.4*
31.5*
31.6*
32.4**
32.5**
32.6**
* Filed herewith
** Furnished herewith<|endoftext|>Redbox Entertainment Inc., formerly known as Seaport Global Acquisition Corp. 2 on Form 10-K/A (the Second Amendment) to amend and restate certain items in its Annual Report on Form 10-K as of December 31, 2020 and for the period from July 24, 2020 (inception) through December 31, 2020, as originally filed with the U.S. Securities and Exchange Commission (the SEC) on April 2, 2021 (the Original 10-K) and subsequently amended on May 26, 2021 (the First Amendment).
On October 22, 2021, Seaport Global Acquisition Corp., our predecessor and a Delaware corporation (SGAC), consummated the previously announced business combination pursuant to the business combination agreement entered into as of May 16, 2021 (as amended, the Business Combination Agreement), by and among SGAC, Seaport Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of SGAC (Merger Sub), Redwood Holdco, LP, a Delaware limited partnership (Parent), and Redwood Intermediate, LLC, a Delaware limited liability company (Redbox). Pursuant to the Business Combination Agreement, SGAC acquired certain equity interests of Redbox from Parent, its sole member, by way of Merger Sub merging with and into Redbox, and Redbox becoming a direct subsidiary of SGAC as a result thereof (the Business Combination).
On October 20, 2021, SGAC held a special meeting of stockholders (the Special Meeting), at which the SGAC stockholders considered and adopted, among other matters, a proposal to approve the Business Combination, including (a) adopting the Business Combination Agreement and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in the Proxy Statement.
Pursuant to the terms and subject to the conditions set forth in the Business Combination Agreement, on October 22, 2021 (the Closing Date), the Business Combination was consummated (the Closing).
As a result of the Business Combination, among other things, Galen C. Smith was appointed as Chief Executive Officer of the Company and Kavita Suthar was appointed as Chief Financial Officer of the Company, effective as of the Closing.
Unless stated otherwise, this report contains information about SGAC before the consummation of the Business Combination. References to the Company in this report refer to SGAC before the consummation of the Business Combination or Redbox after the Business Combination, as the context suggests.
### Background of Restatement (Second Amendment)
In the Companys previously issued financial statements, a portion of the public shares were classified as permanent equity to maintain stockholders equity greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Thus, the Company can only complete a merger and continue to exist as a public company if there are sufficient public shares that do not redeem at the merger and so it is appropriate to classify the portion of its public shares required to keep its stockholders equity above the $5,000,000 threshold as shares not subject to redemption.
However, in light of recent comment letters issued by the Securities & Exchange Commission (SEC) to several special purpose acquisition companies, management re-evaluated the Companys application of ASC 480-10-99 to its accounting classification of public shares. Upon re-evaluation, management determined that the public shares include certain provisions that require classification of the public shares as temporary equity regardless of the minimum net tangible asset required by the Company to complete its initial business combination.
The Companys management and the audit committee of the Companys Board of Directors concluded that it is appropriate to restate all of the Companys previously issued audited financial statements to report all public shares as temporary equity.
### Effects of Restatement
As a result of the factors described above, the Company has included in this Second Amendment: (i)certain restated items on the previously issued balance sheet dated as of December2, 2020, the date that the IPO closed, that were previously reported on a Current Report on Form8-K filed with the SEC on December8, 2020 (the IPO Closing 8-K), and (ii)restated financial statements as of
December31, 2020 and for the period from July24, 2020 through December31, 2020 that were previously reported on the First Amendment to the Original 10-K, to restate the following non-cash items: understatement of Class A common stock subject to possible redemption by approximately $26.2 million as of December 31, 2020; overstatement of additional paid-in capital by approximately $2.9 million as of December 31, 2020; understatement of accumulated deficit by approximately $23.3 million as of December 31, 2020; understatement of total stockholders equity (deficit) by approximately $26.2 million as of December 31, 2020; and understatement of number shares subject to redemption of approximately 2.6 million as of December 31, 2020.
See Note 2 to the Notes to Financial Statements included in PartII,Item 8 of this Second Amendment for additional information on the restatement and the related financial statement effects.
Controls and Procedures included in this Second Amendment.
Items Amended
The following items are amended in this Second Amendment: (i)PartI,Item 1A. Risk Factors; (ii)PartII,Item 7. (iii)PartII,Item 8. and (iv) Part II, Item 9a; (v)PartIV,Item 15. | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
### EXPLANATORY NOTE
This amended report on Form
10-K/A
(the Amendment Filing) amends the annual report on Form
10-K of Avita Medical, Inc. (formerly Avita Therapeutics, Inc.) (the Registrant) for the year ended June30, 2020 initially filed with the Securities and Exchange Commission on August27, 2020 (the Original Filing) for the purpose of updating the disclosure in Item 9.A, Controls and Procedures. Managements Annual Report on Internal Controls over Financial Reporting contained in Item 9.A of the Original Filing inadvertently omitted a statement on whether or not internal control over financial reporting was effective as of June30, 2020.
This Amendment Filing also amends Item 15 of Part IV of the Form
10-K solely to include as exhibits the new certifications required by Rule
13a-14(a) under the Securities Exchange Act of 1934, as amended. Because no financial statements have been included in this Amendment Filing, paragraph 3 of the certifications have been omitted. We are not including the certifications under Section906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment Filing.
### PARTII
Item9A. CONTROLS AND PROCEDURES
Disclosure controls and procedures are controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the companys management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As required by Rules
13a-15(b) and
15d-15(b) under the Exchange Act, our management, with the participation of our chief executive officer and chief financial officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of June30, 2020. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of June30, 2020.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our company, as this term is defined in Rules
13a-15(f) and
15d-15(f) under the Exchange Act. As required by Rules
13a-15(e) and
15d-15(e) under the Exchange Act, our management, with the participation of our chief executive officer and chief financial officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of June30, 2020, based on the criteria set forth in the Internal ControlIntegrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of June30, 2020.
This report does not include an attestation report of our independent registered public accounting firm regarding our internal control over financial reporting, in accordance with applicable SEC rules that permit us to provide only managements report in this report.
### Remediation of Material Weakness
Throughout the year ended June30, 2020, the Company undertook remediation measures related to the previously reported material weaknesses in internal control over financial reporting. We completed these remediation measures during the year ended June30, 2020, including testing of the design and implementation of the related controls. Specifically, we implemented a more rigorous process to track and monitor our accumulated tax losses and we have hired an external income tax specialist to review our application of tax legislation across jurisdictions. Based on these procedures, we believe that the previously reported material weakness has been remediated.
Other than described above, there was no change in our internal control over financial reporting during the year ended June30, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Disclosure Controls and Procedures
Management recognizes that any controls and procedures, no matter how well-designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Because of these inherent limitations, our disclosure controls and procedures may not prevent or detect all instances of fraud, misstatements, or other control issues. In addition, projections of any evaluation of the effectiveness of disclosure or internal controls to future periods are subject to risks, including, among others, that controls may become inadequate because of changes in conditions or that the degree of compliance with policies or procedures may deteriorate.
### PARTIV
Item15.
EXHIBITS
### Exhibit
Number
Exhibit
Description
31.1
Certification of CEO pursuant to Section302 of The Sarbanes-Oxley Act of 2002
31.2
Certification of CFO pursuant to Section302 of The Sarbanes-Oxley Act of 2002<|endoftext|>Advanced Technology International (Incorporated by reference to Exhibit 10.43 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 1, 2021 (File No. 000-26770))
10.44^
Modification No. 05 to Undefinitized Project Agreement No. 01, dated January 12, 2021, between the Company and Advanced Technology International (Incorporated by reference to Exhibit 10.44 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 1, 2021 (File No. 000-26770))
10.45^
Modification No. 06 to Undefinitized Project Agreement No. 01, entered into January 19, 2021, between the Company and Advanced Technology International (Incorporated by reference to Exhibit 10.45 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 1, 2021 (File No. 000-26770))
10.46
Letter Contract between Novavax, Inc. and the U.S. Department of Defense Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense, dated June 8, 2020 (Incorporated as reference to Exhibit 10.4 to the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No. 000-267770))
10.47
Amendment of Solicitation/Modification of Contract between Novavax, Inc. and the U.S. Department of Defense Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense, dated September 16, 2020 (Incorporated as reference to Exhibit 10.6 to the Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (File No. 000-267770))
10.48^
2, entered into December 1, 2020, between the Company and the U.S. Department of Defense Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense (Incorporated by reference to Exhibit 10.48 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 1, 2021 (File No. 000-26770))
10.49^
3, entered into January 5, 2021, between the Company and the U.S. Department of Defense Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense (Incorporated by reference to Exhibit 10.49 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 1, 2021 (File No. 000-26770))
10.50
Base Call Option Transaction Confirmation, dated as of January 25, 2016, between Novavax and JPMorganChase Bank, National Association, London Branch (Incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K, filed on January 29, 2016 (File No. 000-26770))
10.51
Base Call Option Transaction Confirmation, dated as of January 25, 2016, between Novavax and Morgan Stanley & Co. LLC (Incorporated by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K, filed on January 29, 2016 (File No. 000-26770))
10.52
Additional Base Call Option Transaction Confirmation, dated as of February 2, 2016, between Novavax and JPMorgan Chase Bank, National Association, London Branch (Incorporated by reference to Exhibit 10.51 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 29,2016 (File No. 000-26770))
10.53
Additional Base Call Option Transaction Confirmation, dated as of February 2, 2016, between Novavax and Morgan Stanley & Co. LLC (Incorporated by reference to Exhibit 10.52 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 29, 2016 (File No. 000-26770))
10.54
Series A Convertible Preferred Subscription Agreement, dated June 15, 2020, between Novavax, Inc. and RA Capital Healthcare Fund, L.P. (Incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed June 19, 2020 (File No. 000-26770))
10.55
Restated Funding Agreement, entered into on May 11, 2020, between Novavax, Inc. and the Coalition for Epidemic Preparedness Innovations (Incorporated as reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No. 000-267770))
10.56^
Amendment Number 1 to the iPDP and Budget of the Outbreak Response Funding Agreement (Step 2), entered into on November 2, 2020, between Novavax, Inc. and the Coalition for Epidemic Preparedness Innovations (Incorporated by reference to Exhibit 10.56 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 1, 2021 (File No. 000-26770))
10.57
Share Purchase Agreement between Novavax, Inc. (solely as guarantor), Novavax AB, De Bilt Holdings B.V., Poonawalla Science Park B.V., Bilthoven Biologicals B.V. and Serum Institute International B.V. (solely as guarantor), dated May 27, 2020 (Incorporated as reference to Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No. 000-267770))
Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14 to the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed on August 9, 2011 (File No. 000-26770))
Subsidiaries of the Registrant (Incorporated by reference to Exhibit 21 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 1, 2021 (File No. 000-26770))
23.1
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (Incorporated by reference to Exhibit 23.1 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 1, 2021 (File No. 000-26770)) | [{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}] |
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