What changed in this filing

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Item 1. Business

2024-03-21 compared with 2023-03-24 · 98 added, 79 removed, 228 unchanged (44% of the section changed)

3 unchanged sentences

Epsilon is a North American on-shore focused independent natural gas and oil company engaged in the acquisition, development, gathering and production of natural gas and oil reserves.

On October 24, 2007, the Company became a publicly traded entity trading on the Toronto Stock Exchange (“TSX”) in Canada.

On February 14, 2019, Epsilon’s registration statement on Form 10 was declared effective by the United States Securities and Exchange Commission and on February 19, 2019, we began trading in the United States on the NASDAQ Global Market under the trading symbol “EPSN.” Effective as of the close of trading on March 15, 2019, Epsilon voluntarily delisted its common shares from the TSX.

At December 31, 2023, Epsilon’s total estimated net proved reserves were 65,916 million cubic feet of natural gas reserves, 383,174 barrels of NGL reserves, and 341,286 barrels of oil and other liquids.

Epsilon holds leasehold rights to approximately 75,954 gross (13,625 net) acres.

The Company has natural gas production in the Marcellus Shale in Pennsylvania and oil, natural gas liquids and natural gas production in the Anadarko Basin in Oklahoma.

Epsilon holds leasehold rights to approximately 84,684 gross (15,463 net) acres, excluding the Texas acreage acquired in February 2024.

The Company has natural gas production in the Marcellus Shale in Pennsylvania and oil, natural gas liquids and natural gas production in the Permian Basin in Texas and New Mexico and in the Anadarko Basin in Oklahoma.

We conduct operations in the United States through our wholly owned subsidiaries Epsilon Energy USA Inc., an Ohio corporation, or Epsilon Energy USA;

Epsilon Midstream, LLC, a Pennsylvania limited liability company, or Epsilon Midstream;

Epsilon Operating, LLC, a Delaware limited liability company, Dewey Energy GP LLC, a Delaware limited liability company, Dewey Energy Holdings LLC, a Delaware limited liability company, and Altolisa Holdings, LLC, a Delaware limited liability company.

Epsilon Operating, LLC, a Delaware limited liability company;

Dewey Energy GP LLC, a Delaware limited liability company;

Dewey Energy Holdings LLC, a Delaware limited liability company;

and Altolisa Holdings, LLC, a Delaware limited liability company.

Substantially all the production from our Pennsylvania acreage (4,807 net) is dedicated to the Auburn Gas Gathering System, or the Auburn GGS, located in Susquehanna County, Pennsylvania for a 15-year term expiring in 2026 under an operating agreement whereby the Auburn GGS owners receive a fixed percentage rate of return on the total capital invested in the construction and maintenance of the system.

We own a 35% interest in the Auburn GGS which is operated by a subsidiary of Williams Partners, LP.

In 2022, we paid $1.5 million to the Auburn GGS to gather and treat our 9.0 Bcf of natural gas production in Pennsylvania ($1.6 million was paid to the Auburn GGS to gather and treat our 9.8 Bcf in 2021).

In 2023, we paid $2.5 million (after elimination) to the Auburn GGS to gather and treat our 7.9 Bcf of natural gas production in Pennsylvania ($2.8 million after elimination was paid to the Auburn GGS to gather and treat our 9.0 Bcf in 2022), including the fees paid to our subsidiary, Epsilon Midstream.

Our principal executive office is located at 500 Dallas Street, Suite 1250, Houston, Texas 77002, and our telephone number at that address is (281) 670-0002.

3 unchanged sentences

Marcellus Shale—Pennsylvania

● During the year ended December 31, 2022, Epsilon’s realized natural gas price was $5.96 per Mcf, a 96% increase from $3.04 for the year ended December 31, 2021.

● Total year ended December 31, 2022 natural gas production was 9.0 Bcf, as compared to 9.8 Bcf during 2021.

● During the year ended December 31, 2023, Epsilon’s realized natural gas price was $1.74 per Mcf, excluding the impact of hedges, a 71% decrease from $5.96 for the year ended December 31, 2022.

● Total year ended December 31, 2023, natural gas sales were 7.9 Bcf, as compared to 9.0 Bcf during 2022.

● Gathered and delivered 66.2 Bcf gross (23.2 Bcf net to Epsilon’s interest) during the year, or 181 MMcf/d through the Auburn GGS.

● We participated in the drilling of 7 gross (0.74 net) and completion of 2 gross (0.02 net) Marcellus wells in 2023.

These wells went into production at various times in August and September.

● At year end, the Company had 2 gross (0.02 net) wells waiting on completion.

The completed wells went into production in January 2023.

● At year end, the Company had 1 gross (0.01 net) well being drilled and 6 gross (0.73 net) wells waiting on completion.

Permian Basin—New Mexico and Texas

● During the year ended December 31, 2023, Epsilon’s realized price for all Permian Basin production was

$52.49 per BOE, excluding the impact of hedges .

● Total sales for 2023 including oil, natural gas, and other liquids was 75.7 MBOE .

● In 2023, the Company acquired 12,373 gross (3,093 net) of undeveloped leasehold acres in Ector County, Texas.

● In 2023, the Company participated in the drilling and completion of 4 gross (0.7 net) wells.

These wells went into production in April 2023 (1 – New Mexico), May 2023 (1 – New Mexico) and October 2023 (2 – Texas).

Anadarko, NW STACK Trend—Oklahoma

● During the year ended December 31, 2022, Epsilon’s realized price for all Oklahoma production was $8.68 per Mcfe, a 37% increase from $6.34 for the year ended December 31, 2021.

● Total production for 2022 included natural gas, oil, and other liquids and was 0.93 Bcfe, as compared to 0.73 Bcfe during 2021.

● In 2022, the Company participated in the drilling of 2 gross (0.26 net) wells and completion of 3 gross (0.70 net) wells.

● At year end, the Company had 1 gross (0.11 net) well waiting on completion.

● During the year ended December 31, 2023, Epsilon’s realized price for all Oklahoma production was $5.35 per Mcfe, excluding the impact of hedges, a 38% decrease from $8.68 for the year ended December 31, 2022.

● Total sales for 2023 including natural gas, oil, and other liquids was 0.60 Bcfe, as compared to 0.93 Bcfe during 2022.

● In 2023, the Company participated in the completion of 1 gross (0.11 net) well.

The well went into production in May 2023.

As of December 31, 2023, Epsilon’s 84,684 gross (15,463 net) acres are all located in the United States and include 362 gross (37.47 net) wells.

22 unchanged sentences

Total (Mmcfe)

Permian Basin

Natural gas (MMcf)

Natural gas liquids (MBbl)

Natural gas liquids (MBOE)

Oil & other liquids (MBbl)

Total (Mmcfe)

Natural gas (MMcf)

Natural gas liquids (MBOE)

Oil & other liquids (MBbl)

Total (Mmcfe)

Company Total

Natural gas (MMcf)

Natural gas liquids (MBbl)

Natural gas liquids (MBOE)

Oil & other liquids (MBbl)

2 unchanged sentences

Price ($/Mcf)

Gathering system revenue

Gathering system revenue (net of elimination)

Total PA Revenues

Permian Basin

Natural gas revenue

Price ($/Mcf)

Natural liquids revenue

Natural gas liquids revenue

Price ($/Bbl)

1 unchanged sentence

Price ($/Bbl)

Total Permian Basin Revenues

Natural gas revenue

Price ($/Mcf)

Natural gas liquids revenue

Price ($/Bbl)

Oil and condensate revenue

Price ($/Bbl)

Total OK Revenues

3 unchanged sentences

The Anchor Shippers, consisting of Epsilon Energy USA, Equinor USA Onshore Properties, Inc., and Chesapeake Energy Corporation, dedicated approximately 18,000 mineral acres to the Auburn GGS for an initial term of 15 years under an operating agreement whereby the Auburn GGS owners receive a fixed percentage rate of return on the total capital invested in the construction of the system.

The gathering rate of the Auburn GGS is determined by a cost of service model whereby the Anchor Shippers dedicate acreage and reserves to the gas gathering system in exchange for the Auburn GGS owners agreeing to an 18% contractual rate of return on invested capital.

During 2023, the gathering rate of the Auburn GGS was determined by a cost of service model whereby the Anchor Shippers dedicate acreage and reserves to the gas gathering system in exchange for the Auburn GGS owners agreeing to an 18% contractual rate of return on invested capital.

The term of this arrangement is 15 years commencing January 1, 2012 and expiring December 31, 2026.

1 unchanged sentence

The model then computes the new gathering rate that will yield the contractual rate of return to the Auburn GGS owners.

In January 2027, the Auburn GGS will transition to a

fixed gathering rate.

In January 2027, the Auburn GGS will transition to a fixed gathering rate.

Revenues from the Auburn GGS are earned primarily from the Anchor Shippers.

5 unchanged sentences

However, Anchor Shipper gas as a percentage of total throughput has increased from 57% in 2018 to 74% in 2023.

As a result of this shift toward a higher percentage of Anchor Shipper gas, revenues and earnings for the gathering system have only declined 21% and 15%, respectively, from 2018 to 2022.

As a result of this shift toward a higher percentage of Anchor Shipper gas, as well as higher gathering rates charged, revenues for the gathering system have only declined 2% from 2018 to 2023.

The Auburn GGS consists of approximately 44 miles of gathering pipelines, a small auxiliary compression facility and a main compression facility with three dehydration units and three Caterpillar 3612 compression units.

8 unchanged sentences

During the years ended December 31, 2023 and 2022, the Auburn GGS delivered 66.2 Bcf and 66.3 Bcf respectively, of natural gas, or 181 and 182 MMcf per day.

Revenues derived from Epsilon’s production which have been eliminated from gathering system revenues amounted to $1.5 million and $1.6 million, respectively, for the years ended December 31, 2022 and 2021.

Gathering system revenues derived from Epsilon’s production, which have been eliminated from total gathering system revenues (“elimination entry”), amounted to $1.4 million and $1.5 million, respectively, for the years ended December 31, 2023 and 2022.

Proved Reserves

8 unchanged sentences

Revisions of previous estimates

Extensions and discoveries

Transfers to proved developed

Proved undeveloped reserves at December 31, 2023

Revisions to previous estimates for total proved undeveloped reserves for 2022 include reductions of 23,505 MMcfe related to changes to the previously adopted development plan, additions of 226 MMcfe related to commodity pricing, and reductions of 83 MMcfe related to well performance.

Transfers to proved developed relates to the development

of one well in Pennsylvania and three wells in Oklahoma.

We have not engaged in any exploration capital spending in 2022 or 2021.

Revisions to previous estimates for total proved undeveloped reserves for 2023 include additions of 14,867 MMcfe related to changes to the previously adopted development plan and reductions of 8,265 MMcfe related to commodity pricing.

Transfers to proved developed relates to the development of one well in Oklahoma.

We did not engage in any exploration capital spending in 2023 or 2022.

Our development capital spending to convert proved undeveloped reserves to proved developed reserves for the periods indicated is as follows:

● In 2022 in Pennsylvania, 5 gross (0.05 net) wells were drilled and 4 gross (0.21 net) completed.

● In 2023 in Pennsylvania, we drilled 7 gross (0.74 net) wells and completed 2 gross (0.02 net) wells.

(Net development capital $2.5 million).

The two wells turned online in January 2023.

● In 2022 in Pennsylvania, we drilled 5 gross (0.05 net) wells and completed 4 gross (0.21 net) wells.

(Net development capital $2.5 million).

Reserves of 5.4 Bcf for the 1 well with proved undeveloped reserves were reclassified as proved developed producing as this well was turned online in August 2022.

1 unchanged sentence

They were completed and turned online in January 2023.

● In 2021 in Pennsylvania, 3 gross (0.42 net) wells were drilled and 3 gross (0.27 net) completed.

● In 2023 in Oklahoma, we completed 1 gross (0.11 net) well.

(Net development capital $0.7 million).

Reserves of 4.6 Bcf for the 3 wells were reclassified as proved developed producing as these wells were turned online at various times beginning in January and going through October of 2021.

Additionally, 1 gross (0.18 net) well was drilled in 2021, but not completed (development capital $0.2 million).

well turned online in May 2023.

● In 2022 in Oklahoma, we drilled 2 gross (0.26 net) wells and completed 3 gross (0.7 net) wells.

(Net development capital $5.4 million).

Reserves of 2.9 Bcfe for the 3 wells were reclassified as proved developed producing as these wells were tuned online at various times beginning in March 2022 and going through October 2022.

Reserves of 2.9 Bcfe for the 3 wells were reclassified as proved developed producing as these wells were turned online at various times beginning in March 2022 and going through October 2022.

One gross (0.11 net) well was drilled in 2022, but not completed.

It is scheduled to be completed in April 2023.

● In 2021 in Oklahoma, we drilled 4 gross (0.75 net) wells and completed 2 gross (0.6 net) wells.

(Net development capital $3.0 million).

Reserves of 2.8 Bcfe were reclassified as proved developed producing.

It was completed in May 2023.

Internal Controls Over Reserves Estimation Process and Qualifications of Technical Persons with Oversight for the Company’s Overall Reserve Estimation Process

10 unchanged sentences

For the evaluation of unconventional reservoirs, a performance-based methodology integrating the appropriate geology and petroleum engineering data was utilized for this report.

Performance-based methodology primarily includes

(1) production diagnostics, (2) decline-curve analysis, and (3) model-based analysis (if necessary, based on availability of data).

Performance-based methodology primarily includes (1) production diagnostics, (2) decline-curve analysis, and (3) model-based analysis (if necessary, based on availability of data).

Production diagnostics include data quality control, identification of flow regimes, and characteristic well performance behavior.

4 unchanged sentences

Natural gas marketing is competitive in northeast Pennsylvania because of the limited interstate transportation capacity and ample natural gas supply.

We do not currently own any firm transportation on interstate pipelines that would enable us to diversify our natural gas sales to downstream customers.

We do not currently own any firm transportation on interstate pipelines that would enable us to diversify our natural gas sales to downstream locations.

As a result, all of our Pennsylvania gas sales occur in Zone 4 of the Tennessee Gas Pipeline at the Shoemaker Dehy meter, which is the receipt point from the Auburn CF.

Epsilon uses a third-party service, ARM Energy Management LLC (“ARM”) for its natural gas marketing.

In this capacity, ARM is responsible for carrying out marketing activities such as submission of nominations, receipt of payments, submission of invoices and negotiation of contracts.

In this capacity, ARM is responsible for carrying out marketing activities such as submission of nominations, receipt of payments, and submission of invoices.

For the year ended December 31, 2023, we sold natural gas through ARM to 33 unique customers.

3 unchanged sentences

Geographic Locations of Operations

Approximately 91% and 93% of our production during fiscal 2022 and 2021, respectively, was derived from natural gas production and gathering system revenues in the state of Pennsylvania.

Our asset in Pennsylvania has not yet reached the mature stage, but at some point, we may need to acquire and develop other producing assets to maintain our current level or to grow.

As a result of this geographic concentration, we may be disproportionately exposed to the effect of regional supply and demand factors, delays or interruptions of production from wells in this area caused by governmental regulation, processing or transportation capacity constraints, market limitations, weather events or interruption of the processing or transportation of crude oil or natural gas.

Approximately 77% and 88% of our revenue during fiscal years 2023 and 2022, respectively, was derived from natural gas production and gathering system revenues in the state of Pennsylvania.

As a result of prolonged weak pricing in Zone 4 of the Tennessee Gas Pipeline and, therefore, a reduced pace of development, Epsilon’s management is striving to allocate capital to additional upstream opportunities outside of the Marcellus Shale.

More specifically, the Company has allocated capital to the Permian Basin through its investments in New Mexico and Texas.

Epsilon’s management expects to continue to seek opportunities outside of the Marcellus Shale in order to provide the Company the flexibility to respond to market conditions by allocating capital across multiple basins and commodities.

As a result of the geographic concentration, we may be disproportionately exposed to the effect of regional supply and demand factors, delays or interruptions of production from wells in this area caused by governmental regulation, processing or transportation capacity constraints, market limitations, weather events or interruption of the processing or transportation of crude oil or natural gas.

It is not uncommon in the oil and natural gas industry to experience shortages of drilling and completion rigs, equipment, pipe, services, and personnel, which can cause both delays in development drilling activities and significant cost increases.

4 unchanged sentences

These provisions include:

● an exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting required by Section 404 of the Sarbanes—Oxley Act of 2002;

● an exemption from the adoption of new or revised financial accounting standards until they would apply to

private companies;

● an exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting required by Section 404 of the Sarbanes—Oxley Act of 2002 (provided that this exemption will continue for such time as we are a “non-accelerated filer”);

● an exemption from the adoption of new or revised financial accounting standards until they would apply to private companies;

● an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about our audit and our financial statements;

1 unchanged sentence

We have elected to take advantage of the exemption from the adoption of new or revised financial accounting standards until they would apply to private companies.

We will continue to be an emerging growth company until the earliest of:

● the last day of our fiscal year in which we have total annual gross revenues of $1.235 billion (as such amount is indexed for inflation every five years by the SEC to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest $1 million) or more;

● the last day of our fiscal year following the fifth anniversary of the date of our first issuance of common equity securities under an effective Securities Act registration statement (December 31, 2019);

● the date on which we have, during the prior three-year period, issued more than $1 billion in non-convertible debt;

● the date on which we are deemed to be a large accelerated filer under the rules of the SEC, which means the market value of our common shares that is held by non-affiliates (or public float) exceeds $700 million as of the last day of our second fiscal quarter in our prior fiscal year.

As of December 31, 2022, we had nine full-time employees (including executive officers) in Houston, Texas.

None of our employees are subject to a collective bargaining agreement or represented by a union.

We will continue to be an emerging growth company not later than December 31, 2024.

As of December 31, 2023, we had ten full-time employees (including executive officers) in Houston, Texas.

of our employees are subject to a collective bargaining agreement or represented by a union.

The foundation of our Company is our employees and our success begins with a values-driven culture and commitment to developing a skilled, agile, diverse and engaged workforce where every employee understands that they can and do make a difference.

Advancing a safe, ethical, inclusive and diverse culture creates an environment that attracts and retains the high-performing workforce needed to successfully execute our strategy.

To build a better tomorrow for everyone, we continue to foster a culture that embraces inclusion and diversity and encourages collaboration.

We continue to foster a culture that embraces inclusion and diversity and encourages collaboration.

Our core values include inclusion and diversity, and we believe in equity and the value and voice of every employee.

1 unchanged sentence

On March 10, 2021, Epsilon filed a complaint against Chesapeake Appalachia, LLC (“Chesapeake”) in the United States District Court for the Middle District of Pennsylvania, Scranton, Pennsylvania (“Middle District”).

Epsilon claims that Chesapeake has breached a settlement agreement and several operating agreements (“JOAs”) to which Epsilon and Chesapeake are parties.

Epsilon asserts that Chesapeake has failed to cooperate with Epsilon’s efforts to develop resources in the Auburn Development, located in Northeast Pennsylvania, as required under both the settlement agreement and JOAs.

Epsilon claimed that Chesapeake had breached a settlement agreement and several operating agreements (“JOAs”) to which Epsilon and Chesapeake are parties.

Epsilon asserted that Chesapeake had failed to cooperate with Epsilon’s efforts to develop resources in the Auburn Development, located in North-Central Pennsylvania, as required under both the settlement agreement and JOAs.

Epsilon requested a preliminary injunction but was unsuccessful in obtaining that injunction.

1 unchanged sentence

Chesapeake opposed.

The Court ruled in Epsilon’s favor and allowed

Epsilon’s amendment.

The Court ruled in Epsilon’s favor and allowed Epsilon’s amendment.

Chesapeake moved to dismiss the amended Complaint.

The Court granted the motion to dismiss without prejudice to Epsilon’s right to file a new lawsuit based on new proposals made after the Court’s decision.

The Court granted the motion to dismiss on a narrow issue without prejudice to Epsilon’s right to file a new lawsuit based on new proposals made after the Court’s decision.

Epsilon filed a motion for reconsideration of that decision, but the court denied the motion for reconsideration on January 18, 2022.

Epsilon filed a notice of appeal on February 15, 2022 challenging both the motion to dismiss and motion for reconsideration decisions.

Chesapeake filed a cross-appeal on March 1, 2022.

A briefing schedule was set and briefing closed October 14, 2022.

Oral argument was held in January 2023.

A decision on the appeal is not expected until mid-2023.

Epsilon re-filed a complaint against Chesapeake in the Middle District on May 9, 2022.

Epsilon generally asserts similar claims as in the previous suit, pursuing declaratory judgment claims regarding Chesapeake’s obligation to Epsilon to cooperate with Epsilon’s efforts in the Auburn Development and regarding Chesapeake’s obstruction of Epsilon’s efforts with the Pennsylvania Department of Environmental Protection permitting process but not based on specific well proposals.

Chesapeake filed a motion to stay pending a decision on the Third Circuit appeal, which was granted.

The matter is stayed pending a decision from the Third Circuit.

Epsilon filed a notice of appeal on February 15, 2022 challenging the District Court's rulings in the case.

Following the Third Circuit's ruling to remand the case back to District court, Epsilon sought and was granted a dismissal of the case without prejudice in September 2023.

Environmental Regulation

8 unchanged sentences

Compliance with environmental laws and regulations increases Epsilon’s overall cost of business, but has not had, to date, a material adverse effect on Epsilon’s operations, financial condition or results of operations.

In addition, it is not anticipated, based on current laws and regulations, that Epsilon will be required in the near future to expend amounts (whether for environmental control facilities or otherwise) that are material in relation to its total exploration and development expenditure program in order to comply with such laws and regulations.

development expenditure program in order to comply with such laws and regulations.

However, given that such laws and regulations are subject to change, Epsilon is unable to predict the ultimate cost of compliance or the ultimate effect on Epsilon’s operations, financial condition and results of operations.

3 unchanged sentences

If such effects were to occur, our development and production operations, as well as operations of our third party providers and customers, could be adversely affected.

To date, we have not developed a comprehensive plan to address potential impacts of climate change on our operations and there can be no assurance that any such impacts would not have

an adverse effect on our financial condition and results of operations.

To date, we have not developed a comprehensive plan to address potential impacts of climate change on our operations and there can be no assurance that any such impacts would not have an adverse effect on our financial condition and results of operations.

Attempts to address GHGs, as well as climate change more generally, have taken the form of local, state, national and international proposals.

18 unchanged sentences

Any limits on GHG emissions, however, could adversely affect demand for the oil and natural gas that production operators produce, some of whom are our customers, which could thereby reduce demand for our gas gathering services.

We are currently unable to calculate or predict the direct and indirect costs of GHG or climate change related laws, regulations and treaties, and accordingly, we cannot assure you that any such efforts will not have a material impact on our operations, financial condition and results.

We are currently unable to calculate or predict the direct and indirect costs of GHG or climate change related laws, regulations and treaties, and accordingly, we cannot assure you that any such

efforts will not have a material impact on our operations, financial condition and results.

Hydraulic Fracturing

4 unchanged sentences

In 2014, the EPA issued an advanced notice of proposed rulemaking under the Toxic Substances Control Act of 1976 requesting comments related to disclosure for hydraulic fracturing chemicals.

The Department of the Interior had released final regulations governing hydraulic fracturing on

federal and Native American oil and natural gas leases which require lessees to file for approval of well stimulation work before commencement of operations and require well operators to disclose the trade names and purposes of additives used in the fracturing fluids.

The Department of the Interior had released final regulations governing hydraulic fracturing on federal and Native American oil and natural gas leases which require lessees to file for approval of well stimulation work before commencement of operations and require well operators to disclose the trade names and purposes of additives used in the fracturing fluids.

However, in December 2017, the Bureau of Land Management published a final rule rescinding the March 26, 2015 rule (“BLM 2015 Rule”), entitled “Natural gas and oil;

16 unchanged sentences

Shareholders.

We had approximately 675 shareholders of record as of February 21, 2023.

On February 24, 2022, the Board of Directors approved a quarterly cash dividend of $0.0625 per common share.

With the initiation of a cash dividend, Epsilon intends to pay regular quarterly dividends, with future dividend payments subject to quarterly review and approval by its Board of Directors.

We had approximately 975 shareholders of record as of March 1, 2024.

Epsilon made aggregate quarterly distributions of $5.6 million ($0.25 per share) during the year ended December 31, 2023.

The dividend is well supported and the Company intends to maintain it going forward.

Securities Authorized for Issuance under Equity Incentive Plans.

The following table sets out the number of common shares available to be issued upon exercise of outstanding options issued and the changes to the options outstanding for the year pursuant to our equity compensation plans and the weighted average exercise price of outstanding options for the periods indicated:

The following tables set out the number of common shares available to be issued upon exercise of outstanding options issued and the changes to the options outstanding for the year pursuant to our equity compensation plans and the weighted average exercise price of outstanding options for the periods indicated:

Number of Shares to be

Weighted Average

Issued Upon Exercise or

Exercise or Vesting Price

Number of Shares Remaining

Vesting of Outstanding

of Outstanding Options

Available for Future Issuance

Plan Category

Options or Shares

Under Equity Compensation Plans

Equity share options under Amended and Restated 2017 Stock Option Plan

Common shares under 2020 Equity Incentive Plan

December 31, 2023

19 unchanged sentences

Recent Developments

On January 30, 2024, the Company repurchased 248,700 shares at $4.82 per share (excluding commissions) under the existing share repurchase plan.

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 1. Business