What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2021-03-17 compared with 2020-03-27 · 175 added, 172 removed, 115 unchanged (75% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

common stock has been traded on The Nasdaq Capital Market (“Nasdaq”) under the symbol “COCP”

Prior to March 12, 2018, our common stock was quoted on OTCQB under the same symbol “COCP”.

As of December

common stock is traded on The Nasdaq Capital Market (“Nasdaq”) under the symbol “COCP”.

As of March 15,

2021, there were approximately 207 holders of record of our common stock.

last reported sales price of our Common stock on Nasdaq on December 31, 2019 was $0.50 per share.

have not declared nor paid any cash dividend on our common stock, and we currently intend to retain future earnings, if any, to

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Our ability to pay cash dividends is governed by applicable provisions of Delaware law.

Authorized for Issuance under Equity Compensation Plans

about our equity compensation plans is incorporated herein by reference to Item 12 of Part III of this Annual Report.

sales of equity securities

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in this report.

primary business going forward is to develop novel medicines for use in the treatment of human viral diseases.

Discovery has been

developing novel technologies and approaches to create first-in-class and best-in-class antiviral drug candidates since its initial

funding in 2008.

Our focus is to pursue the development and commercialization of broad-spectrum antiviral drug candidates that

will transform the treatment and prophylaxis of viral diseases in humans.

By concentrating our research and development efforts

on viral replication inhibitors, we plan to leverage our infrastructure and expertise in these areas.

develop novel medicines for use in the treatment of human viral diseases.

Cocrystal has been developing novel technologies and

approaches to create first-in-class and best-in-class antiviral drug candidates since 2008.

Our focus is to pursue the development

and commercialization of broad-spectrum antiviral drug candidates that will transform the treatment and prophylaxis of viral diseases

By concentrating our research and development efforts on viral replication inhibitors, we plan to leverage our infrastructure

and expertise in these areas.

fiscal year ended December 31, 2020, the following key aspects of our business advanced:

signed exclusive license and collaboration agreement with Merck and Co., Inc.

to discover and develop certain proprietary

influenza A/B antiviral agents.

secured a total of $13,230,000 million gross proceeds over the past 12 months;

$6,564,000 million from Merck payments

and $6,666,000 million gross proceeds from common-stock only financings.

reported encouraging safety and preliminary efficacy data for its U.S.

Phase 2a study evaluating CC-31244 for the ultra-short

treatment of HCV infected individuals showing no drug-drug interactions and substantial efficacy.

The data obtained from this

trial used 2 weeks of CC-31244 in combination with Epclusa followed by 4 weeks of Epclusa alone.

presented preclinical characterization data of CC-42344 at the 6 th ISIRV-AVG Conference demonstrating excellent

antiviral activity against influenza A strains and favorable pharmacokinetic and safety profile.

entered into two license and collaboration agreements with KSURF to further discover and develop certain proprietary broad-spectrum

antiviral compounds.

selected lead compound CDI-45205 for further development against coronavirus.

received $2,102,000 from Merck in payments under the Collaboration Agreement.

raised a total of $35,783,000 in net proceeds from common-stock only public financings.

settled the previously disclosed class action and three related derivative actions.

See “Part I.

Legal Proceedings”

for more information on these legal proceedings and the settlement.

influenza A preclinical lead, showed excellent preclinical antiviral activity against influenza A strains, including avian

pandemic strains, oseltamivir-resistant, baloxavir-resistant strains, and has a favorable pharmacokinetic profile.

currently conducting the remaining preclinical IND enabling activities and plan to initiate a Phase 1 study during 2021.

completed all research obligations under the Merck exclusive worldwide license and collaboration agreement, and Merck is now

solely responsible for further development of the influenza A/B antiviral compounds that were discovered using Cocrystal’s

unique structure-based technologies and Nobel Prize-winning expertise.

of Operations

Operating Loss and Net Loss

stated above, we are focused on research and development of novel medicines for use in the treatment of human viral diseases.

We had revenue of $2,014,000 and $6,564,000 for the years ended December 31, 2020 and 2019, respectively.

We had a net loss of $48,169,000

for the year ended December 31, 2019 primarily due to a $46,103,000 goodwill impairment, compared to a net loss of $49,048,000

for the year ended December 31, 2018 primarily due to a $53,905,000 IPR&D impairment.

These 2019 and 2018 impairments are

non-cash impairments of intangible assets.

Our operating loss for the year ended December 31, 2019 was $48,406,000 compared to

an operating loss of $62,924,000 in 2018.

The operating loss for 2019 included the non-cash impairment charge of $46,103,000 on

our intangible goodwill asset and 2018 operating loss included the non-cash impairment charge of $53,905,000 on our intangible

Other income was $256,000 for the year ended December 31, 2019, which is primarily due to a $256,000 gain on

the fair value of derivative liabilities.

Under accounting principles generally accepted in the United States, we record other

income or expense for the change in fair value of our outstanding warrants that are accounted for as liabilities during each reporting

If the value of the warrants decreases during a period, which occurred during the year ended December 31, 2019, we record

other income.

The fair value of our outstanding warrants is inversely related to the fair value of the underlying common stock;

as such, a decrease in the fair value of our common stock during a given period generally results in other income while an increase

in the fair value of our common stock generally results in other expense.

The decrease resulted

primarily from the receipt in January 2019 of the upfront payment of $4,000,000 under the Collaboration Agreement.

For the years

ended December 31, 2020 and 2019 our revenues consisted of collaboration revenue, including payments for research and development

activities related to our influenza A/B program and program expense reimbursements, under our Collaboration Agreement with Merck.

For the year ended December 31, 2019, the collaboration revenue also included consideration in exchange for conveyance of intellectual

property rights at the signing of the agreement.

We do not expect to generate any revenues in 2021, except to the extent we receive

any milestone payments under our Collaboration Agreement.

We had a net loss of $9,648,000 for the year ended December 31, 2020,

compared to a net loss of $48,169,000 for the year ended December 31, 2019.

The decrease was primarily due to a $46,103,000 goodwill

impairment charge recorded for the year ended December 31, 2019.

Our operating loss for the year ended December 31, 2020 was $9,586,000

compared to an operating loss of $48,406,000 in 2019.

The operating loss for 2019 included the non-cash impairment charge of $46,103,000

on our intangible goodwill asset.

and Development Expense

and development expenses consist primarily of compensation-related costs for our 7 employees dedicated to research and

development activities and for our Scientific Advisory Board members, as well as lab supplies, lab services, and facilities

and equipment costs.

We expect research and development expenses to increase in future periods as we expand our pre-clinical

development activities.

Total research and development expenses were

$4,004,000 for the year ended December 31, 2019, compared with $4,667,000 for the year ended December 31, 2018.

This year over

year decrease in research and development expenditures was primarily due to the completion of our HCV phase 2 clinical

trial and expense reimbursements resulting from our Collaboration Agreement with Merck.

We expect research and development

expenses to increase in 2020 due to advancing our coronavirus and norovirus programs.

and development expenses consist primarily of compensation-related costs for our eight employees dedicated to research and development

activities and for our Scientific Advisory Board members, as well as lab supplies, lab services, and facilities and equipment

research and development expenses were $6,307,000 for the year ended December 31, 2020, compared with $4,004,000 for the year

ended December 31, 2019.

This year over year decrease in research and development expenditures was primarily due to the completion

of our HCV phase 2 clinical trial and expense reimbursements resulting from our Collaboration Agreement with Merck.

research and development expenses to increase in 2021 due to advancing our coronavirus and norovirus programs.

and Administrative Expense

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legal fees, audit and tax fees, consultants and professional services, and general corporate expenses.

General and administrative expenses were $4,863,000

for the year ended December 31, 2019, compared with $4,352,000 for the year ended December 31, 2018.

This increase of $511,000

was primarily due to professional fees associated with litigation matters and insurance increases.

the ordinary course of business, the Company entered into non-cancelable related party leases for its facilities and convertible

debt (see Note 16 –

and administrative expenses were $5,293,000 for the year ended December 31, 2020, compared with $4,863,000 for the year ended

December 31, 2019.

This increase of $430,000 was primarily due to professional fees associated with litigation matters and insurance

We anticipate professional fees will be reduced in the second quarter of 2021 as a result of settling the class

action litigation discussed in Part I.

Legal Proceedings within this Form 10-K.

the ordinary course of business, the Company entered into non-cancelable related party leases for its facilities (see Note 13

Transactions with Related Parties in the following Consolidated Financial Statements).

Income/Expense

income (expense) was ($19,000) for the year ended December 31, 2019, compared to ($58,000) for the year ended December 31, 2018.

The interest expense in 2019 is related to lease agreements and in 2018 is primarily a result of the convertible promissory notes

we entered into in November 2017 which were all converted to common stock in May 2018.

expense was $8,000 for the year ended December 31, 2020, compared to $19,000 for the year ended December 31, 2019.

expense in 2020 and 2019 is related to lease agreements.

Income/Expense

income, net, was $237,000 for the year ended December 31, 2019 compared with $294,000 for the year ended December 31, 2018.

income, net for the year ended December 31, 2019 and 2018 primarily consisted of gains of $256,000 and $306,000, respectively,

recognized from decreases in the fair value of our derivative liabilities as our stock price decreased.

the year ended December 31, 2019, we did not record an income tax benefit despite of our goodwill impairment which is reversed

for tax purposes as a permanent difference.

For the year ended December 31, 2018, we recorded an income tax benefit of $13,582,000

primarily as a result of reduction of our deferred tax liability which was caused by recent tax law changes lowering the corporate

tax rate to 21%.

income (expense), net, was ($62,000) for the year ended December 31, 2020 compared with $237,000 for the year ended December 31,

Other income (expense), net for the year ended December 31, 2020 and 2019 primarily consisted of a loss of ($54,000) and

a gain of $256,000, respectively, recognized from decreases and increases in the fair value of our derivative liabilities as our

stock price fluctuated.

Under accounting principles generally accepted in the United States, we record other income or expense

for the change in fair value of our outstanding warrants that are accounted for as liabilities during each reporting period.

the value of the warrants decreases during a period, which occurred during the year ended December 31, 2020, we record other income.

The fair value of our outstanding warrants is inversely related to the fair value of the underlying common stock;

as such, a decrease

in the fair value of our common stock during a given period generally results in other income while an increase in the fair value

of our common stock generally results in other expense.

and Capital Resources

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activities of $1,563,000 for the year ended December 31, 2019.

The decrease in cash used in operating activities in 2019 as compared

to 2018 was attributable to the revenue flow from our influenza A/B license agreement with Merck of $6,564,000.

For the year ended

December 31, 2019, net cash used in investing activities netted to $145,000, which consisted of capital expenditures for lab equipment,

software, and networking for our Lab located in Bothell, Washington.

For the year ended December 31, 2018, our net cash provided

by investing activities consisted of $1,372,000 primarily from settlement of our mortgage note receivable of $1,400,000 offset

by capital expenditures for lab equipment in our R&D facilities and relocation to Miami of our finance office.

ended December 31, 2019, net cash provided by financing activities was $6,424,000, compared to net cash provided by financing

activities of $8,893,000 for the year ended December 31, 2019.

Net cash generated by financing activities in 2019 and 2018 was

the result of issuance common stock, net of finance lease payments.

The Company had approximately $7,418,000 cash on hand at December

Subsequently, the Company raised gross proceeds of approximately $20,000,000, before deducting fees payable to the placement

agent and other estimated offering expenses payable by the Company, as described below.

Based upon our estimated cash balance of

$22 million as of March 26, 2020, we estimate we have enough working capital to meet or needs for approximately the next two years.

Of course, the uncertainties caused by COVID-19 could impact our research activities and affect our Merck collaboration which would

reduce this estimate.

Regardless we have more than enough cash to meet our working capital needs for the next 12 months.

The increase in cash used in operating activities in 2020 as compared

to 2019 was attributable to the reduction of revenue flow from our influenza A/B Collaboration Agreement with Merck by $4,550,000.

the year ended December 31, 2020, net cash used in investing activities netted to $240,000, which consisted of capital expenditures

for lab equipment, software, and networking for our Lab located in Bothell, Washington.

For the year ended December 31, 2019,

our net cash used in investing activities consisted of $145,000.

the year ended December 31, 2020, net cash provided by financing activities was $35,662,000, compared to net cash provided by

financing activities of $6,424,000 for the year ended December 31, 2019.

Net cash generated by financing activities in 2020 and

2019 was the result of issuance common stock, net of finance lease payments.

Company had approximately $33.5 million cash on hand on March 15, 2021.

We expect that this cash balance will be sufficient to

support the Company’s working capital needs for at least the next 21 months.

pharmaceutical products, including conducting preclinical studies and clinical trials, is capital-intensive.

As a rule, research

and development expenses increase substantially as a company advances a product candidate toward clinical programs.

Historically,

we financed our operations with the proceeds from public and private equity and debt offerings, including additional investments

by certain existing stockholders, and entered into strategic partnerships and collaborations for the research, development and

commercialization of product candidates.

We currently have one hepatitis C product candidate that has completed a Phase 2a clinical

trial and have secured funding of the research and development of influenza A/B product candidates under our Collaboration Agreement

Additionally, we expect that in the long term in case of successful development and commercialization of one or more

influenza A/B antiviral agents under the Collaboration Agreement we will be eligible to receive certain milestone payments up

to a total of $156 million, including payments associated with the successful product development and attainment of certain U.S.

and EU regulatory approvals for the developed products and sales volume and royalties on net sales of the products.

See “Item

Business –

Collaborations –

Merck Collaboration.”

However, in order to conduct research and development

of our other product candidates, including our potential COVID-19 therapy, we may need to raise additional capital to support

our operations or form partnerships, in addition to our existing collaborative alliances.

Such funding or partnerships may not

be available to us on acceptable terms, or at all.

addition, as we advance our Coronavirus program we expect that we will be required to make certain milestone payments of up to

approximately $7.3 million to KSURF under our two license agreements with KSURF.

See “Item 1 –

Business –

Collaborations

Kansas State University Research Foundation”

for more information about these license agreements.

have raised a total of $35,783,000 in net proceeds from common-stock only public financings during the year ended December 31,

Set forth below is a brief summary of each such financing.

January 29, 2020, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which

the Company agreed to sell and issue, in a registered direct offering, 3,492,063 of the Company’s shares of common stock,

par value $0.001 at a purchase price per share of $0.63 for aggregate gross proceeds to the Company of approximately $2.2 million,

before deducting fees payable to the placement agent and other estimated offering expenses payable by the Company.

par value $0.001 at a purchase price per share of $0.63 for aggregate net proceeds to the Company of approximately $1,500,000,

after deducting fees payable to the placement agent and other estimated offering expenses payable by the Company.

closed the offering on January 31, 2020.

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which the Company agreed to sell and issue, in a registered direct offering, 8,461,540 of the Company’s shares of common

stock, par value $0.001 at a purchase price per share of $1.30 for aggregate gross proceeds to the Company of approximately $11.0

million, before deducting fees payable to the placement agent and other estimated offering expenses payable by the Company.

Company closed the offering on February 28, 2020.

stock, par value $0.001 at a purchase price per share of $1.30 for aggregate net proceeds to the Company of approximately $10,100,000,

after deducting fees payable to the placement agent and other estimated offering expenses payable by the Company.

closed the offering on February 28, 2020.

March 9, 2020, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which

the Company agreed to sell and issue, in a registered direct offering, 5,037,038 of the Company’s shares of common stock,

par value $0.001 at a purchase price per share of $1.35 for aggregate gross proceeds to the Company of approximately $6.8 million,

before deducting fees payable to the placement agent and other estimated offering expenses payable by the Company.

par value $0.001 at a purchase price per share of $1.35 for aggregate net proceeds to the Company of approximately $5,000,000,

after deducting fees payable to the placement agent and other estimated offering expenses payable by the Company.

closed the offering on March 10, 2020.

July 1, 2020, the Company entered into an At-The-Market Offering Agreement (“ATM”) with H.C.

Wainwright & Co.,

LLC (“Wainwright”), pursuant to which the Company may issue and sell over time and from time to time, to or through

Wainwright, up to $10,000,000 of shares of the Company’s common stock.

We have sold 2,905,243 shares of common stock under

the ATM and received net proceeds of approximately $5,693,000.

August 31, 2020, the Company closed an underwritten public offering of its common stock totaling 16,422,813 shares at public offering

price of $1.05 per share sold to Wainwright for net proceeds of approximately $15.6 million, after deducting underwriting discounts

and commissions and offering expenses payable by the Company.

The 16,422,813 shares of common stock sold in the offering includes

2,137,098 shares pursuant to Wainwright’s partial exercise of its over-allotment option to purchase additional shares of

common stock, pursuant to the Amended and Restated Underwriting Agreement, dated as of August 26, 2020, between the Company and

Company’s consolidated financial statements are prepared using generally accepted accounting principles in the United States

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Annual Report includes forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995,

including statements regarding the expected timing of initiation of our Phase 1 influenza study, our collaboration with Merck

pursuant to the Collaboration Agreement, and our liquidity.

including statements regarding our plans for the future development of preclinical and clinical drug candidates, our expectations

regarding future characteristics of the product candidates we develop, the expected time of achieving certain value driving milestones

in our programs, including the planned initiation of the Phase 1 Influenza A study in the third quarter of 2021, the expected

development of additional COVID-19 replication inhibitors in 2021, the anticipated completion of proof-of-concept animal study

in our norovirus program in the first half of 2021, our expectations with respect to HCV market opportunity and our plans regarding

further clinical development of CC-31244, the expected future results of our collaboration with Merck pursuant to the Collaboration

Agreement, including potential receipt of milestone payments and royalties, our expectations related to our collaborations with

KSURF, HitGen and InterX, our expectations regarding future operating results, statement regarding the suitability and adequacy

of our properties, anticipated payments under the license agreements with KSURF, and our future liquidity.

words “believe,”

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Important factors, uncertainties and risks

that may cause actual results to differ materially from these forward-looking statements include continued collaboration with

Merck, the availability of products manufactured by third parties, and the ability of clinical research organizations to recruit

subjects, favorable results of planned research and, if successful, clinical trials, and receipt of regulatory approvals.

information on such uncertainties and risks is contained in the “Risk Factors”

that may cause actual results to differ materially from these forward-looking statements include the risks and uncertainties

arising from the impact of the COVID-19 pandemic on our Company, our partners, and on the national and global economy, including

supply chain disruptions and other business interruptions, our ability to proceed with our programs, our continued collaboration

with Merck and achievement by Merck of certain milestones under the Collaboration Agreement, our ability to successfully identify,

enter into and maintain additional strategic collaborations for further development of our product candidates, financial difficulties

experienced by certain partners, future results of planned research and, if successful, clinical trials, general risks

arising from clinical trials, receipt of regulatory approvals, development of effective treatments and/or vaccines by competitors,

including as part of the programs financed by the U.S.

government, and any additional costs related to unfavorable future outcome

of pending litigation or any unanticipated claims.

Further information on such uncertainties and risks is contained in the

“Risk Factors”

in Item 1A of this this Annual Report.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information,

future events or otherwise.

For more information regarding some of the ongoing risks and uncertainties of our business, see “Item

We undertake no obligation to publicly update or revise any

forward-looking statements, whether as the result of new information, future events or otherwise.

For more information regarding

some of the ongoing risks and uncertainties of our business, see “Item 1A –

Risk Factors”

and our other filings with the SEC.

and our other filings

with the SEC.

Accounting Policies and Estimates

management’s discussion and analysis of our financial condition and results of operations is based on our consolidated

financial statements, which have been prepared in accordance with U.S.

management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial

statements, which have been prepared in accordance with U.S.

Generally Accepted Accounting Principles, or GAAP.

preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported

amounts of assets, liabilities and expenses.

On an ongoing basis, we evaluate these estimates and judgments, including those

described below.

We base our estimates on our historical experience and on various other assumptions that we believe

to be reasonable under the circumstances.

These estimates and assumptions form the basis for making judgments about the

carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results and experiences

may differ materially from these estimates.

While our significant accounting policies are more fully described in the

accompanying notes to the consolidated financial statements included in this Annual Report on Form 10-K for the year ended

December 31, 2019, we believe that the following accounting policies are the most critical to aid you in fully understanding

and evaluating our reported financial results and affect the more significant judgments and estimates that we use in the

preparation of our consolidated financial statements.

The preparation

of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets,

liabilities and expenses.

On an ongoing basis, we evaluate these estimates and judgments, including those described below.

base our estimates on our historical experience and on various other assumptions that we believe to be reasonable under the circumstances.

These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities that are

not readily apparent from other sources.

Actual results and experiences may differ materially from these estimates.

significant accounting policies are more fully described in the accompanying notes to the consolidated financial statements included

in this Annual Report on Form 10-K for the year ended December 31, 2020, we believe that the following accounting policies are

the most critical to aid you in fully understanding and evaluating our reported financial results and affect the more significant

judgments and estimates that we use in the preparation of our consolidated financial statements.

account for stock options related to our equity incentive plans under the provisions of Financial Accounting Standards Board (“FASB”)

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warrant liability and the change in estimated fair value could be materially different.

Combinations and Intangible Assets

connection with our acquisition of RFS Pharma in November 2014, we acquired a substantial amount of intellectual property.

have accounted for the intellectual property acquired as an in-process research and development (IPR&D) asset and have determined

that asset to have an indefinite life based on the stage of development of the research projects of RFS Pharma at the date of

This intangible asset, which we recorded at its estimated fair value of $184,966,000 as of the acquisition date,

will continue to have an indefinite life until the associated research and development activities are complete, at which point

a determination of the asset’s useful life will be made.

Prior to completion of these research and development activities,

the intangible asset will be subject to annual impairment tests, or more frequent tests in the event of any impairment indicators

These impairment tests require significant judgment regarding the status of the research activities, the potential

for future revenues to be derived from any products that may result from those activities, and other factors.

Company conducts its annual impairment test related to the in-process research and development asset as of November 30 each

The initial valuation recorded in November 2014 at the time of the RFS Pharma acquisition represented the fair

value of the acquired hepatitis C program acquired from RFS Pharma.

We perform our impairment test using the income approach

(also known as the discounted cash flow (“DCF”) method, which utilizes the present value of future cash flows to

estimate fair value).

The future cash flows for our hepatitis C assets are projected based upon our estimates of future

revenues, operating income and other factors (such as working capital and capital expenditures).

We take into account market

conditions for hepatitis C therapies, anticipated new competitive therapies and anticipated market prices of our potential

future products as we model future cash flows.

in 2015, the Company received reports from ongoing pre-clinical studies that indicated higher than acceptable toxicity related

to its hepatitis C lead molecule, CC-1845.

As a result, in 2015 we lowered our forecasts of future cash flows, which caused a

reduction in value of our hepatitis C assets and which led to an impairment charge recorded in the amount of $38,665,000 in 2015

related to our IPR&D asset.

November 2016, due to industry reports forecasting patient volume decreasing and the average price of treatment trending downward,

as well as due to increased competition in the hepatitis C market, and partially the result of further data defining the scientific

and commercial potential of Company HCV compounds, we further lowered our forecasted cash flows, which resulted in an impairment

of our IPR&D asset in the amount of $92,396,000 in 2016.

In late 2018, the Company concluded that given the success of CC-31244

in clinical trials, the Hepatitis C program would move forward solely with CC-31244 without any of the compounds acquired from

As part of this decision, the Company abandoned all remaining in process research and development intangible assets

recognized by the Company and thereafter, we executed our right to terminate the license with Emory on December 6, 2018 (see Note

Licenses and Collaborations).

This resulted in a $53,905,000 impairment in 2018.

also recorded $65,195,000 of goodwill in the RFS Pharma acquisition that is subject to impairment testing.

recorded $65,195,000 of goodwill in the RFS Pharma acquisition in 2014 that is subject to impairment testing.

This goodwill primarily

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There was no impairment of goodwill

for November 13, 2018.

based on our testing on November 30, 2020.

Issued Accounting Standards

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Quantitative and Qualitative Disclosures About Market Risk

Financial Statements

consolidated financial statements of Cocrystal Pharma, Inc.

required by this Item are described in Item 15 of this Annual Report

on Form 10-K and are presented beginning on page F-1.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

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.

What changed 10-K

Item 5. Market for Registrant’s Common Equity