1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Our management, with the supervision and participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures at December 31, 2022, the last day of the period covered by this Annual Report.
+Added: Our management, with the supervision and participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023, the last day of the period covered by this Annual Report.
Disclosure controls and procedures include, without limitation, controls and other procedures designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms and that such information is accumulated and communicated to its management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
−Removed: Based on our management's evaluation, our principal executive officer and principal financial officer have concluded that, at December 31, 2022, our disclosure controls and procedures were effective at the reasonable assurance level.
+Added: Based on our management's evaluation, our principal executive officer and principal financial officer have concluded that, as of December 31, 2023, our disclosure controls and procedures were effective at the reasonable assurance level.
Management's Report on Internal Control over Financial Reporting
9 unchanged sentences
OTHER INFORMATION
−Removed: On February 8, 2023, the Company entered into an employment agreement (the “Employment Agreement”) with William Shane Trigg, the Company’s President and General Manager, Real Estate.
−Removed: Pursuant to the Employment Agreement, Mr.
−Removed: Trigg is entitled to receive (a) an annual base salary paid in accordance with the Company's regular payroll practices, (b) an annual cash bonus award, with a target set annually by the Board of Directors, (c) a performance-based restricted stock unit award, which award will vest if applicable performance conditions are achieved over a performance period of up to three years, and (d) a time-based restricted stock unit award, which award will vest consistent with the Company’s standard time-vesting schedule.
−Removed: In the event the Company terminates Mr.
−Removed: Trigg’s employment without “cause” or he resigns for “good reason,” he will be entitled to (i) twelve months of base salary continuation, (ii) a prorated cash bonus award for the year of termination, (iii) payment of COBRA premiums for twelve months, and (iv) payment of any earned but unpaid cash bonus awards.
−Removed: The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as an exhibit to this Annual Report.
+Added: On November 15, 2023, Olivia Nottebohm , a member of our Board of Directors , entered into a prearranged stock selling plan for the sale of up to 1,449 shares of the Company's Class A common stock between March 1, 2024 and December 27, 2024.
+Added: Nottebohm's trading plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act of 1934, as amended, and the Company's policies regarding insider transactions.
DISCLOSURES REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS
37 unchanged sentences
8-K 001-37468 10.3 12/11/2019
+Added: Incorporated by Reference
+Added: Exhibit Number Exhibit Description Form File No.
+Added: Exhibit Filing Date Filed Herewith
10.4 First Amendment to Industrial Lease, by and between the registrant and 50 Castilian Drive, LLC, effective February 10, 2022 (50 Castilian Drive, Goleta, CA 93117).
18 unchanged sentences
10-K 001-37468 10.1 2/26/2018
−Removed: 10.14 Form of Indemnification Agreement by and between the registrant and certain of its senior e mployees and directors.
Employment agreement between the Company and Fay Sien Goon .
10-Q 001-37468 10.1 11/8/2021
−Removed: Incorporated by Reference
−Removed: Exhibit Number Exhibit Description Form File No.
−Removed: Exhibit Filing Date Filed Herewith
10.15# Form of Restricted Stock Unit Award Agreement (New Hire) under 2015 Stock Incentive Plan .
8 unchanged sentences
10-K 001-37468 10.20 2/28/2022
−Removed: 10.21# Employment agreement between the Company and William Shane Trigg.
+Added: 10.20# Transition and Separation Agreement, dated March 1, 2023, by and between Jason Randall and the Company
+Added: 10-Q 001-37468 10.22 4/28/2023
+Added: 10.22# Employment agreement, dated March 1, 2023, between the Company and William Shane Trigg
+Added: 10-Q 001-37468 10.23 4/28/2023
+Added: 10.23# Sublease, by and between the registrant and Google LLC, effective July 10, 2023 (50 Castilian Drive, Goleta, CA 93117).
+Added: 10-Q 001-37468 10.24 10/27/2023
+Added: 10.24 Form of Indemnification Agreement by and between the registrant and certain of its senior employees and directors.
21.1 Subsidiaries of the registrant.
23.1 Consent of independent registered public accounting firm.
+Added: Incorporated by Reference
+Added: Exhibit Number Exhibit Description Form File No.
+Added: Exhibit Filing Date Filed Herewith
24.1 Power of Attorney (included on the signature page of this report).
3 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Executive Compensation Recovery Policy
101.SCH XBRL Taxonomy Extension Schema Document.
10 unchanged sentences
February 1, 2024 By:
−Removed: /s/ Jason Randall
−Removed: Jason Randall
+Added: /s/ Shane Trigg
Chief Executive Officer
5 unchanged sentences
(Principal Financial and Accounting Officer)
−Removed: /s/ Jason Randall President, Chief Executive Officer and Director
+Added: Power of Attorney
+Added: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Shane Trigg, Fay Sien Goon, and Matthew Mazza, his or her lawful attorneys-in-fact and agents, for such person in any and all capacities, to sign any and all amendments to this report and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or substitute or substitutes, may do or cause to be done by virtue hereof.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
+Added: /s/ Shane Trigg President, Chief Executive Officer and Director
(Principal Executive Officer) February 1, 2024
−Removed: Jason Randall
/s/ Fay Sien Goon Chief Financial Officer
10 unchanged sentences
/s/ Janet Kerr Director February 1, 2024
−Removed: /s/ Klaus Schauser
+Added: /s/ Olivia Nottebohm
Director February 1, 2024
−Removed: Klaus Schauser
+Added: Olivia Nottebohm
/s/ Winifred Webb Director February 1, 2024
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.