11 unchanged sentences
Changes in Internal Control Over Financial Reporting
−Removed: In the course of completing our assessment of internal control over financial reporting as of December 31, 2019, management identified a material weakness in internal control over financial reporting related to the Company's absence of controls to ensure the completeness and accuracy of the information used in the calculation of duties payable to U.S.
−Removed: Customs at our Loungefly subsidiary.
−Removed: In 2019 and 2020, the Company implemented a number of remediation efforts to address the material weakness and to improve and strengthen our internal controls including the following:
−Removed: • Identified key stakeholders within the Company, both within the Loungefly subsidiary and overall global operations.
−Removed: • Formalized a Customs Policy and created Customs procedures specific to the review of custom entry forms.
−Removed: • Hired additional Compliance personnel and expanded the resources in the functional areas that support and monitor our global import functions.
−Removed: • Implemented expanded on-the-job training focused on the design and function of our control procedures, and employed dedicated compliance personnel to drive the design, maintenance and optimization of our control framework, including monitoring activities.
−Removed: During the fourth quarter of 2020, we completed our evaluation of internal control over financial reporting and determined that controls and procedures over the affected Customs reporting were designed, implemented and tested to be operating effectively.
−Removed: Management has therefore concluded that the previously reported material weakness in internal control over financial reporting related to the completeness and accuracy of the information used in the calculation of duties payable to U.S.
−Removed: Customs had been remediated as of December 31, 2020.
−Removed: Except as described above, there have been no changes in the Company’s internal control over financial reporting that occurred during the three months ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: There have been no changes in the Company’s internal control over financial reporting that occurred during the three months ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
OTHER INFORMATION
Not applicable.
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS
+Added: Not applicable.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
57 unchanged sentences
10.5 3/19/2018
−Removed: Employment Agreement, dated October 30, 2015, by and between Funko, LLC and Brian Mariotti.
−Removed: 10.18 10/6/2017
+Added: Employment Agreement, dated January 3, 2022, between the Company and Brian Mariotti.
+Added: 8-K 001-38274 10.2 1/7/2022
Employment Agreement, dated October 20, 2017, by and between Funko, Inc.
1 unchanged sentence
10-K 001-38274 10.10 3/19/2018
−Removed: Employment Agreement, dated October 20, 2017, by and between Funko, Inc.
−Removed: and Andrew Perlmutter.
+Added: Amended and Restated Employment Agreement, dated January 3, 2022, between the Company and Andrew Perlmutter.
8-K 001-38274 10.1 1/7/2022
23 unchanged sentences
10-K 001-38724 10.28 3/19/2018
−Removed: 10.17 Credit Agreement dated October 22, 2018, among Funko Acquisition Holdings, L.L.C., Funko Holdings LLC, Funko, LLC and Loungefly, LLC, PNC Bank, National Association, as Administrative Agent and Collateral Agent, and each other financial institution from time to time party thereto
−Removed: 8-K 001-38274 10.1 10/25/2018
−Removed: 10.18 First Amendment to Credit Agreement, dated February 11, 2019, among Funko Acquisition Holdings, L.L.C., Funko Holdings LLC, Funko, LLC and Loungefly, LLC, PNC Bank, National Association, as Administrative Agent, Collateral Agent and L/C Issuer.
−Removed: 10-K 001-38274 10.33 3/6/2019
−Removed: 10.19 Amendment No.
−Removed: 2, dated as of September 23, 2019, among Funko Acquisition Holdings, L.L.C., Funko Holdings LLC, Funko, LLC, Loungefly, LLC, Funko Games, LLC, PNC Bank, National Association, as administrative agent and collateral agent, and each other financial institution from time to time party thereto.
−Removed: 8-K 001-38274 10.1 9/24/2019
−Removed: Exhibit Description
−Removed: Incorporated by Reference
−Removed: 10.20 Amendment No.
−Removed: 3 dated as of May 5, 2020, among Funko Acquisition Holdings, L.L.C., Funko Holdings LLC, Funko, LLC, Loungefly, LLC, Funko Games, LLC a, and each lender from time to time party thereto
+Added: 10.17 Credit Agreement dated September 17, 2021, among Funko Acquisition Holdings, L.L.C., Funko Holdings LLC, Funko, LLC, Loungefly, LLC and Funko Games, LLC, JPMorgan Chase Bank, N.A., as Administrative Agent, and each other financial institution from time to time party thereto.
8-K 001-38274 10.1 9/22/2021
−Removed: Amendment to Employment Agreement, dated April 24, 2019, by and between Funko, Inc.
−Removed: and Andrew Perlmutter.
−Removed: 10-Q 001-38274 10.2 5/3/2019
10.18† Employment Agreement, dated July 22, 2019, between Funko, Inc.
4 unchanged sentences
8-K 001-38274 10.1 6/27/2019
+Added: 10.20† Form of Option Award Agreement under the Funko, Inc.
+Added: 2019 Incentive Award Plan.
+Added: 10-Q 001-38274 10.1 8/5/2021
+Added: 10.21† Form of Restricted Stock Unit Award Agreement under the Funko, Inc.
+Added: 2019 Incentive Award Plan.
+Added: 10-Q 001-38274 10.2 8/5/2021
+Added: 10.22† Form of Director Option Award Agreement under the Funko, Inc.
+Added: 2019 Incentive Award Plan.
+Added: 10-Q 001-38274 10.3 8/5/2021
+Added: 10.23† Form of Director Restricted Stock Unit Award Agreement under the Funko, Inc.
+Added: 2019 Incentive Award Plan.
+Added: 10-Q 001-38274 10.4 8/5/2021
21.1 List of Subsidiaries
−Removed: 10-K 001-38274 21.1 3/5/2020
+Added: Exhibit Description
+Added: Incorporated by Reference
23.1 Consent of Independent Registered Public Accounting Firm
25 unchanged sentences
Signature Title Date
−Removed: /s/ Brian Mariotti
+Added: /s/ Andrew Perlmutter
Chief Executive Officer and Director
(Principal Executive Officer) March 3, 2022
−Removed: Brian Mariotti
+Added: Andrew Perlmutter
/s/ Jennifer Fall Jung Chief Financial Officer
1 unchanged sentence
Jennifer Fall Jung
−Removed: /s/ Ken Brotman Chairman of the Board and Director March 11, 2021
−Removed: /s/ Gino Dellomo Director March 11, 2021
−Removed: /s/ Charles Denson Director March 11, 2021
+Added: /s/ Brian Mariotti
+Added: Chief Creative Officer and Director March 3, 2022
+Added: Brian Mariotti
+Added: /s/ Charles Denson Chairman of the Board March 3, 2022
Charles Denson
+Added: /s/ Ken Brotman Director March 3, 2022
/s/ Diane Irvine Director March 3, 2022
5 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.