Item 1A. Risk Factors
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, 2023.
Item 2. Purchases of equity securities
On February 8, 2011, the Board of Directors authorized the Company to repurchase up to 500 thousand additional shares of the Company's outstanding common stock (retroactively adjusted for the effects of a stock split effected in the form of a 100% stock dividend, see Note 1 in this Form 10-Q) at market price. The plan does not expire. The stock repurchase program may be suspended, terminated, or modified at any time for any reason. 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.
Common stock of CSP Inc. may be repurchased on the open market at the discretion of management. Open market repurchases will be made in compliance with the Securities and Exchanges 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, 2024.
Period
Total number of shares purchased
Average price paid per share
Total number of shares purchased as part of publicly announced plans
Maximum number that may yet be purchased under the repurchase plan
May 1-31, 2024
2,400
$
14.56
2,400
339,854
June 1-30, 2024
2,400
$
14.42
2,400
337,454
Item 5. Other
During the nine months ended June 30, 2024, no director or officer of the Company adopted , modified, or terminated any “Rule 10b5-1 trading arrangement” or “ non-Rule 10b5-1 trading arrangement ,” as each term is defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits
Number
Description
3.1
Articles of Amendment to the Articles of Organization of CSP Inc. (incorporated by reference to Item 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 27, 2024)
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, 2024 formatted in eXtensible Business Reporting Language (XBRL) (a) our Condensed Consolidated
40
Table of Contents
Balance Sheets as of June 30, 2024 and September 30, 2023, (b) our Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2024 and 2023, (c) our Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended June 30, 2024 and 2023, (d) our Condensed Consolidated Statement of Shareholders’ Equity for the three and nine months ended June 30, 2024 and 2023, (e) our Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2024 and 2023 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, 2024, formatted in inline XBRL.
* Filed Herewith
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 19, 2024
By:
/s/ Victor Dellovo
Victor Dellovo
Chief Executive Officer,
President and Director
August 19, 2024
By:
/s/ Gary W. Levine
Gary W. Levine
Chief Financial Officer
41
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.