CSP INC /MA/ 10-Q

Item 1A. Risk factors There have been no material changes to the risk factors set forth in Item 1A under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022. ​ ​ ​ 36 Table of Contents ​ ​ ​ ​ Item 2. Purchases of equity securities On February 8, 2011, the Board of Directors authorized the Company to repurchase up to 250 thousand additional shares of the Company's outstanding common stock at market price. The plan does not expire. As of May 14, 2020, we suspended our stock repurchase program until further economic clarity. The Board of Directors approved the activation of the suspended stock repurchase program on December 29, 2021. The Company repurchased 600 shares of its outstanding common stock on the open market during the three months ended June 30, 2023. As of June 30, 2023, approximately 171 thousand shares remain authorized for repurchase under the stock repurchase program. ​ Common stock of CSP Inc. may be repurchased on the open market at the discretion of management. We anticipate open market repurchases will be made in compliance with the Securities and Exchange Commission’s Rule 10b-18 in addition to complying with applicable legal and other considerations. Below are the purchases that have been made for the three months ended June 30, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Total number of shares purchased ​ Average price paid per share ​ Total number of shares purchased as part of publicly announced plans (1) ​ Maximum number that may yet be purchased under the repurchase plan May 1-31, 2023 600 ​ $ 10.79 ​ 600 ​ 171,127 ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) On December 29, 2021, the Company announced the commencement of purchases under our stock repurchase program, which was originally authorized and announced February 8, 2011. This program originally allowed the Company to purchase up to 250,000 shares of its Common Stock. As of the December 29, 2021 announcement, 194,125 shares of Common Stock were available to be repurchased under the stock repurchase program. The program does not expire. The stock repurchase program may be suspended, terminated, or modified at any time for any reason. ​ Item 6. Exhibits ​ ​ ​ Number Description 31.1* ​ Rule 13(a)-14(a) / 15d-14(a) Certification of Chief Executive Officer ​ ​ ​ 31.2* ​ Rule 13(a)-14(a) / 15d-14(a) Certification of Chief Financial Officer ​ ​ ​ 32.1* ​ Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer ​ ​ ​ 101* ​ The following financial statements for the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 formatted in eXtensible Business Reporting Language (XBRL) (a) our Condensed Consolidated Balance Sheets as of June 30, 2023 and September 30, 2022, (b) our Condensed Consolidated Statements of Income (Loss) for the three and nine months ended June 30, 2023 and 2022, (c) our Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended June 30, 2023 and 2022, (d) our Condensed Consolidated Statement of Shareholders’ Equity for the three and nine months ended June 30, 2023 and 2022, (e) our Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2023 and 2022 and (f) the Notes to such Condensed Consolidated Financial Statements. ​ 104* ​ The cover page from this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in inline XBRL. * Filed Herewith 37 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ​ CSP INC. ​ ​ ​ August 9, 2023 By: /s/ Victor Dellovo ​ ​ Victor Dellovo ​ ​ Chief Executive Officer, ​ ​ President and Director ​ ​ ​ August 9, 2023 By: /s/ Gary W. Levine ​ ​ Gary W. Levine ​ ​ Chief Financial Officer ​ ​ ​ 38