Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Limitations on effectiveness of controls and procedures
In designing and evaluating our 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 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 judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of disclosure controls and procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Annual Report on Form 10-K, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2022, our disclosure controls and procedures were effective at the reasonable assurance level.
Management’s annual report on internal control over financial reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act). 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 in accordance with accounting principles generally accepted in the United States of America.
Our management, with the participation of our principal executive officer and principal financial officer, conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on criteria established in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on this assessment, the management of the Company concluded that the Company’s internal control over financial reporting was effective as of December 31, 2022.
This Annual Report on Form 10-K does not include an attestation report on the Company’s internal control over financial reporting from the Company’s independent registered public accounting firm due to the Company’s status as an “emerging growth company” under the JOBS Act.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this item will be included under the headings “Election of Directors," "Executive Officers," “Corporate Governance,” and “Delinquent Section 16(a) Reports” in our definitive proxy statement for our 2023 Annual Meeting of Stockholders, and such required information is incorporated herein by reference.
Item 11. Executive Compensation.
The information required by this item will be included under the headings “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” in our definitive proxy statement for our 2023 Annual Meeting of Stockholders, and such information is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item will be included under the headings “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” in our definitive proxy statement for our 2023 Annual Meeting of Stockholders, and such information is incorporated herein by reference.
Other
The remaining information required by this item will be included under the heading “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement for our 2023 Annual Meeting of Stockholders, and such required information is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item will be included under the headings “Certain Relationships and Related Person Transactions,” “Corporate Governance” and “Director Independence” in our definitive proxy statement for our 2023 Annual Meeting of Stockholders, and such information is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
The information required by this item will be included under the heading “Principal Accountant Fees and Services” in our definitive proxy statement for our 2023 Annual Meeting of Stockholders, and such information is incorporated herein by reference.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements.
See the listing of the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.
(a)(2) Financial Statement Schedules.
Separate financial schedules have been omitted because such information is inapplicable or is included in the financial statements or notes described above.
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(a)(3) Exhibits.
The following is a list of exhibits filed as part of this Annual Report on Form 10-K.
Incorporated by Reference Filed/
Exhibit
Number
Exhibit Description Form File No. Exhibit Filing Date
Furnished Herewith
3.1 Second Amended and Restated Certificate of Incorporation of The Vita Co co Company, Inc .
8-K 001- 40950
3.1 10/25/21
3.2 Amended and Restated Bylaws of The Vita Coco Company, Inc .
8-K 001- 40950
3.2 10/25/21
4.1 Specimen Common Stock Certificate of The Vita Coco Company, Inc.
S-1 333-29825 4.1 9/27/21
4.2 Description of Capital Stock.
*
4.3+
Registration Rights Agreement, by and among The Vita Coco Company, Inc. and certain security holders of The Vita Coco Company, Inc., dated as of October 20, 2021.
8-K 001- 40950
10.1 10/25/21
4.4+
Investor Rights Agreement, among The Vita Coco Company, Inc., Verlinvest Beverages SA, Michael Kirban and Ira Liran, dated as of October 20, 2021.
8-K 001- 40950
10.2 10/25/21
10.1+
Amendment to Credit Agreement, by and between All Market Inc., the Guarantors, and Wells Fargo Bank, National Association, dated as of January 11, 2021.
S-1 333 - 259825
10.1 9/27/21
10.2+
Second Amendment to Credit Agreement, by and between All Market Inc., the Guarantors, and Wells Fargo Bank, National Association, dated as of May 21, 2021.
S-1 333 - 259825
10.2 9/27/21
10.3+ Third Amendment to Credit Agreement, by and between All Market Inc., the Guarantors, and Wells Fargo Bank, National Association, dated as of November 2, 2021 .
10-K 001-10950 10.3 3/14/22
10.4+ Fourth Amendment to the Credit Agreement, by and between All Market Inc., the Guarantors, and Wells Fargo Bank, National Association, dated as of December 5, 2022.
*
10.5†
All Market Inc. 2014 Stock Option And Restricted Stock Plan.
S-1/A 333-259825 10.3 10/12/21
10.6† The Vita Coco Company, Inc. 2021 Incentive Award Plan .
10-K 001-10950 10.3 3/14/22
10.7†
The Vita Coco Company, Inc. 2021 Employee Stock Purchase Plan .
S-1/A 333-259825 10.5 10/12/21
10.8† Form of Stock Option Grant Notice
10-K 001-10950 10.3 3/14/22
10.9† Form of Restricted Stock Grant Notice
10-K 001-10950 10.3 3/14/22
10.10† Amended and Restated Employment Agreement, by and between The Vita Coco Company, Inc. and Michael Kirban, dated October 20, 2021.
10-Q 001-40950 10.5 11/17/21
10.11† First Amendment to Employment Agreement, by and between The Vita Coco Company, Inc. and Michael Kirban, effective as of May 2, 2022.
10-Q 001-40950 10.1 11/10/22
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10.12† Amended and Restated Employment Agreement, by and between The Vita Coco Company, Inc. and Martin Roper, dated October 20, 2021.
10-Q 001-40950 10.6 11/17/21
10.13† The Vita Coco Company, Inc. Non-Employee Director Compensation Policy.
S-1/A 333-259825 10.6 10/12/21
10.14 Form of Indemnification Agreement.
S-1/A 333-259825 10.7 10/12/21
10.15 +†
Employment Agreement, by and between All Market Inc. and Jonathan Burth, dated as of February 10, 202 0 .
S-1 333 - 259825
10.10 9/27/21
10.16 +†
Employment Agreement, by and between All Market Inc. and Rowena Ricalde, dated as of June 1, 2021.
*
10.17 †
Amendment to the Employment Agreement, by and between All Market Inc. and Rowena Ricalde, dated as of January 12, 2022 .
*
10.18 +†
Employment Agreement, by and between All Market Inc. and Charles Van Es, dated as of February 10, 202 0 .
S-1 333 - 259825
10.12 9/27/21
10.19 +†
Employment Agreement, by and between All Market Inc. and Jane Prior, dated as of February 10, 202 0 .
S-1 333 - 259825
10.13 9/27/21
10.20 + X
Manufacturing and Purchasing Agreement, by and among Century Agriculture Corporation and All Market Singapore Pte. Ltd., dated as of September 17, 2012.
S-1 333 - 259825
10.14 9/27/21
10.21 + X
Manufacturing and Purchasing Agreement, by and among Fresh Fruit Ingredients, Inc. and All Market, Inc., dated as of April 8, 2010.
S-1 333 - 259825
10.15 9/27/21
21.1 List of Subsidiaries of The Vita Coco Company, Inc.
*
23.1 Consent of Deloitte & Touche LLP Independent Registered Public Accounting Firm.
*
31.1 Rule 13a-14(a)/15d-14(a) Certification of C h i e f E x e c u t i v e O f f i c e r .
*
31.2 Rule 13a-14(a)/15d-14(a) Certification of Interim Chief Financial Officer.
*
32.1 Section 1350 Certification of Chief Executive Officer.
**
32.2 Section 1350 Certification of Interim Chief Financial Officer.
**
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. *
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101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. *
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). *
* Filed herewith.
** Furnished herewith.
† Indicates management contract or compensatory plan.
+ Certain portions of this exhibit (indicated by “####”) have been redacted pursuant to Regulation S-K, Item 601(a)(6).
X Certain portions of this exhibit (indicated by “[***]”) have been redacted pursuant to Regulation S-K, Item 601(b)(10)(iv).
Item 16. Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized .
THE VITA COCO COMPANY, INC.
Date: March 14, 2023
By: /s/ Martin Roper
Martin Roper
Chief Executive Officer
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 in the capacities and on the dates indicated.
Name Title Date
/s/ Martin Roper Chief Executive Officer and Director March 14, 2023
Martin Roper (Principal Executive Officer)
/s/ Rowena Ricalde Interim Chief Financial Officer March 14, 2023
Rowena Ricalde ( Principal Financial and Accounting Officer )
/s/ Michael Kirban Chairman and Director March 14, 2023
Michael Kirban
/s/ Aishetu Fatima Dozie Director March 14, 2023
Aishetu Fatima Dozie
/s/ John Leahy
Director March 14, 2023
John Leahy
/s/ Ira Liran
Director March 14, 2023
Ira Liran
/s/ Eric Melloul
Director March 14, 2023
Eric Melloul
/s/ Jane Morreau
Director March 14, 2023
Jane Morreau
/s/ Kenneth Sadowsky
Director March 14, 2023
Kenneth Sadowsky
/s/ John Zupo
Director March 14, 2023
John Zupo
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