What changed in this filing

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Item 9A. Controls and Procedures

2023-03-30 compared with 2022-03-30 · 135 added, 86 removed, 113 unchanged (66% of the section changed)

Controls and Procedures

Disclosure Controls and Procedures

The Company’s management, including its Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in

Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Report.

Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures

were effective to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to our

management, including our Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management ’ s Annual Report on Internal Control Over Financial Reporting

This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s independent registered public

accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal

quarter of 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

a) Evaluation of Disclosure Controls and Procedures

The Company’s management, including its Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule

13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Report.

In designing and evaluating the 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.

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act

is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief

Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company did not, as of December 31, 2022, maintain effective disclosure controls and

procedures due to a material weakness in the Company’s internal control over financial reporting as described below.

Notwithstanding management’s conclusion regarding the effectiveness of the Company’s disclosure controls and procedures and the material weakness discussed below, the Company’s management, including

the Chief Executive Officer and Chief Financial Officer, has concluded that the Company’s financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of

operations and cash flows for the periods presented in accordance with U.S.

generally accepted accounting principles.

b) Report of Management ’ s Assessment of Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.

Our internal control

over financial reporting is a process designed by, or under the supervision, our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with U.S.

generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that,

in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial

reporting may not prevent or detect misstatements.

Also, projections of any evaluation of the effectiveness of specific controls or internal control over financial reporting overall to future periods are subject to the risk that controls may

become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

With the supervision and participation of its Chief Executive Officer and its Chief Financial Officer, management evaluated the effectiveness of the Company’s internal control over financial

reporting as of December 31, 2022, using the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013) .

management’s assessment, we concluded that our internal control over financial reporting was not effective as of December 31, 2022, due to the material weakness, discussed below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the

Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

As of December 31, 2022, management identified a material weakness in the design and operating effectiveness of the Company’s internal control over financial

We determined that we did not have appropriate internal accounting expertise and capabilities to properly record in our financial statements complex accounting issues, particularly related to certain aspects of accounting for

transfers and servicing of financial instruments and the provision for income taxes.

The material weakness also resulted in the Company not having adequate risk assessment and design of internal control activities surrounding the financial

close and reporting process to ensure formal processes exist for identifying, analyzing, and accounting for key contracts and complex, non-routine transactions.

c) Remediation Plan

In response to deficiencies noted in late 2022, the Company began taking remedial actions, including, but not limited to, the hiring of additional personnel with SEC reporting experience and GAAP knowledge to strengthen our financial

reporting capabilities.

The Company will also undertake a review of existing internal controls surrounding the financial reporting process and enhance the design of controls over the accounting for key contracts and complex, non-routine

transactions.

d) Changes in Internal Control Over Financial Reporting

Other than the remediation discussed above, there have not been any changes in the Company’s internal control over financial reporting that occurred during the last fiscal quarter that have

materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information

4 unchanged sentences

The information required by Items 401, 405, 406 and 407 (c)(3);

(d)(4) and (d)(5) of Regulation S-K is incorporated into this Form 10-K by reference to the Company’s definitive proxy statement

for its 2022 Annual Meeting of Shareholders (the “Definitive Proxy Statement”) to be filed within 120 days following December 31, 2021.

(d)(4) and (d)(5) of Regulation S-K is incorporated into this Form 10-K by reference to the Company’s definitive proxy statement for

its 2023 Annual Meeting of Shareholders (the “Definitive Proxy Statement”) to be filed within 120 days following December 31, 2022.

Executive Compensation

3 unchanged sentences

December 31, 2022.

See Part II, Item 5.

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

Issuance Under Equity Compensation Plans”.

Certain Relationships and Related Transactions, and Director Independence

The information required by Items 404 and 407(a) of Regulation S-K is incorporated into this Form 10-K by reference to the Definitive Proxy Statement to be filed within 120 days following

December 31, 2021.

The information required by Items 404 and 407(a) of Regulation S-K is incorporated into this Form 10-K by reference to the Definitive Proxy Statement to be filed within 120 days following December

Principal Accountant Fees and Services

17 unchanged sentences

333-257929)).

Specimen common stock certificate (incorporated by reference to Exhibit 4.1 of the Registrant’s

Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

333-257929)).

Specimen common stock certificate.

Form of Warrant to BFG Members to Purchase Common Stock of FinWise Bancorp (incorporated by reference to

1 unchanged sentence

333-257929)).

Description of Securities Registered

Under Section 12 of the Securities Exchange Act of 1934, as amended.

FinWise Bancorp 2019 Stock Option Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s

Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 30, 2021 (File No.

333-257929)).

Current Report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2022).

Form of Stock Option Agreement under the FinWise Bancorp 2019 Stock Option Plan (incorporated by

10 unchanged sentences

333-257929)).

Non-qualified Stock Option Agreement with

Javvis Jacobson (incorporated by reference to Exhibit 4.6 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified

Stock Option Agreement with Jim Noone (incorporated by reference to Exhibit 4.7 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

Non-qualified Stock Option Agreement with Javvis Jacobson (incorporated by reference to Exhibit 4.6 of the

Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified

Stock Option Agreement with Kent Landvatter (incorporated by reference to Exhibit 4.8 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

Non-qualified Stock Option Agreement with Jim Noone (incorporated by reference to Exhibit 4.7 of the

Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified

Stock Option Agreement with Fred Healey for 2020 service (incorporated by reference to Exhibit 4.9 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

Non-qualified Stock Option Agreement with Kent Landvatter (incorporated by reference to Exhibit 4.8 of the

Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified

Stock Option Agreement with Fred Healey for 2021 service (incorporated by reference to Exhibit 4.10 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

Non-qualified Stock Option Agreement with Fred Healey for 2020 service (incorporated by reference to

Exhibit 4.9 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified

Stock Option Agreement with Howard Reynolds for 2020 service (incorporated by reference to Exhibit 4.11 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File

Non-qualified Stock Option Agreement with Fred Healey for 2021 service (incorporated by reference to

Exhibit 4.10 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified

Stock Option Agreement with Howard Reynolds for 2021 service (incorporated by reference to Exhibit 4.12 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File

Non-qualified Stock Option Agreement with Howard Reynolds for 2020 service (incorporated by reference to

Exhibit 4.11 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified

Stock Option Agreement with Jerry Cunningham for 2020 service (incorporated by reference to Exhibit 4.13 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022

Non-qualified Stock Option Agreement with Howard Reynolds for 2021 service (incorporated by reference to

Exhibit 4.12 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified

Stock Option Agreement with Jerry Cunningham for 2021 service (incorporated by reference to Exhibit 4.14 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022

Non-qualified Stock Option Agreement with Jerry Cunningham for 2020 service (incorporated by reference to

Exhibit 4.13 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified

Stock Option Agreement with Tom Gibson for 2020 service (incorporated by reference to Exhibit 4.15 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

Non-qualified Stock Option Agreement with Jerry Cunningham for 2021 service (incorporated by reference to

Exhibit 4.14 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified

Stock Option Agreement with Tom Gibson for 2021 service (incorporated by reference to Exhibit 4.16 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

Non-qualified Stock Option Agreement with Tom Gibson for 2020 service (incorporated by reference to

Exhibit 4.15 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified

Stock Option Agreement with Jim Giordano for 2020 service (incorporated by reference to Exhibit 4.17 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File

Non-qualified Stock Option Agreement with Tom Gibson for 2021 service (incorporated by reference to

Exhibit 4.16 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified

Stock Option Agreement with Jim Giordano for 2021 service (incorporated by reference to Exhibit 4.18 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File

Non-qualified Stock Option Agreement with Jim Giordano for 2020 service (incorporated by reference to

Exhibit 4.17 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified

Stock Option Agreement with Jeana Hutchings for 2020 service (incorporated by reference to Exhibit 4.19 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File

Non-qualified Stock Option Agreement with Jim Giordano for 2021 service (incorporated by reference to

Exhibit 4.18 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified

Stock Option Agreement with Jeana Hutchings for 2021 service (incorporated by reference to Exhibit 4.20 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File

Non-qualified Stock Option Agreement with Jeana Hutchings for 2020 service (incorporated by reference to

Exhibit 4.19 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified

Stock Option Agreement with Lisa Chapman for 2020 service (incorporated by reference to Exhibit 4.21 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File

Non-qualified Stock Option Agreement with Jeana Hutchings for 2021 service (incorporated by reference to

Exhibit 4.20 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified

Stock Option Agreement with Lisa Chapman for 2021 service (incorporated by reference to Exhibit 4.22 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File

Non-qualified Stock Option Agreement with Lisa Chapman for 2020 service (incorporated by reference to

Exhibit 4.21 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Employment Agreement dated January 1, 2018, by and among FinWise Bancorp, FinWise Bank and David Tilis

(incorporated by reference to Exhibit 10.6 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

Non-qualified Stock Option Agreement with Lisa Chapman for 2021 service (incorporated by reference to

Exhibit 4.22 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Standstill Agreement dated January 19, 2016, by and between FinWise Bancorp and Business Funding Group (incorporated

by reference to Exhibit 10.7 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

Form of Employee Restricted Stock

Agreement under the FinWise Bancorp 2019 Stock Option Plan.

Form of Employee Incentive Stock

Option Agreement under the FinWise Bancorp 2019 Stock Option Plan.

Form of Employee Incentive Stock

Option Agreement under the FinWise Bancorp 2016 Stock Option Plan and the FinWise Bancorp 2019 Stock Option Plan.

Form of Director Restricted Stock

Agreement under the FinWise Bancorp 2019 Stock Option Plan.

Standstill Agreement dated January 19, 2016, by and between FinWise Bancorp and Business Funding Group (incorporated by reference to Exhibit 10.7 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July

15, 2021 (File No.

333-257929)).

Right of First Refusal and Option Agreement dated March 31, 2020, by and among FinWise Bancorp and the

members of Business Funding Group (incorporated by reference to Exhibit 10.8 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

members of Business Funding Group (incorporated by reference to Exhibit 10.8 of the Registrant’s Registration Statement on Form S-1 filed with the

Securities and Exchange Commission on July 15, 2021 (File No.

333-257929)).

Membership Interest Purchase Agreement dated December 31, 2019 by and among FinWise Bancorp, Business

Funding Group and certain members of Business Funding Group (incorporated by reference to Exhibit 10.9 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2021

Funding Group and certain members of Business Funding Group (incorporated by reference to Exhibit 10.9 of the Registrant’s Registration Statement on Form

S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

333-257929)).

Sublease dated December 7, 2018, between Motorola Solutions, Inc.

and FinWise Bancorp (incorporated

by reference to Exhibit 10.10 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

and FinWise Bancorp (incorporated by reference to Exhibit 10.10 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July

15, 2021 (File No.

333-257929)).

Lease dated January 27, 1999, between FPA Sandy Mall Associates, LLC and FinWise Bancorp (incorporated

by reference to Exhibit 10.11 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

Lease dated January 27, 1999, between FPA Sandy Mall Associates, LLC and FinWise Bancorp (incorporated by reference to Exhibit 10.11 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July

15, 2021 (File No.

333-257929)).

First Amendment to Lease dated June 3, 2009, between FPA Sandy Mall Associates, LLC and FinWise Bancorp (incorporated

by reference to Exhibit 10.12 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

First Amendment to Lease dated June 3, 2009, between FPA Sandy Mall Associates, LLC and FinWise Bancorp (incorporated by reference to Exhibit 10.12 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July

15, 2021 (File No.

333-257929)).

Second Amendment to Lease dated April 25, 2014, between FPA Sandy Mall Associates, LLC and FinWise

Bancorp (incorporated by reference to Exhibit 10.13 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

Bancorp (incorporated by reference to Exhibit 10.13 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange

Commission on July 15, 2021 (File No.

333-257929)).

Lease dated December 2017, between North Village Centre, Inc.

and FinWise Bancorp (incorporated

by reference to Exhibit 10.14 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

and FinWise Bancorp (incorporated by reference to Exhibit 10.14 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July

15, 2021 (File No.

333-257929)).

2 unchanged sentences

333-257929)).

Consulting Agreement, dated October 15, 2021 by and between James N.

Giordano and FinWise Bancorp

(incorporated by reference to Exhibit 10.16 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 1, 2021 (File No.

333-257929)).

Employment Agreement, dated March 14, 2022, by and between David Tilis and FinWise Bancorp

Subsidiaries of FinWise Bancorp (incorporated by reference to Exhibit 21.1 of the Registrant’s

Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

333-257929)).

Letter Agreement, dated May 17, 2022, by and between FinWise Bank and James Noone (incorporated by

reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2022).

Secured Promissory Note, dated as of June 1, 2022, by and between Alan Weichselbaum in favor of FinWise

Bancorp (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q filed November 14, 2022).

Security Agreement, dated June 16, 2022, by and between Alan Weichselbaum and FinWise Bancorp (incorporated by reference to Exhibit 10.4 to Form 10-Q filed November 14, 2022).

Separation and Consulting Agreement, dated as of June 1, 2022, by and

among FinWise Bancorp, FinWise Bank and David Tilis (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 22, 2022).

Subsidiaries of FinWise Bancorp

Consent of Moss Adams LLP

1 unchanged sentence

Rule 13a-14(a) Certification of the Principal Financial Officer.

Section 1350 Certification of Chief Executive Officer and Chief Financial Officer.

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.

Section 1350 Certification of Chief Executive Officer and Chief Financial

Inline XBRL Interactive Data

Cover Page Interactive Data File (embedded within the Inline XBRL document in Exhibit 101)

+ Management contract or compensation plan, contract or arrangement.

* Filed herewith

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

FINWISE BANCORP

3 unchanged sentences

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Kent Landvatter

1 unchanged sentence

(Principal Executive Officer)

Chairman of the Board

March 30, 2023

5 unchanged sentences

Javvis Jacobson

/s/ Russell F.

Chairman of the Board

March 30, 2022

/s/ Howard I.

1 unchanged sentence

March 30, 2023

/s/ Alan Weichselbaum

March 30, 2023

Alan Weichselbaum

March 30, 2023

/s/ Thomas E.

9 unchanged sentences

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 9A. Controls and Procedures