What changed in this filing

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Item 9A. Controls and Procedures

2025-03-13 compared with 2024-03-07 · 95 added, 104 removed, 177 unchanged (53% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has concluded, based on its evaluation as of December 31, 2023, that our “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)), were not effective at the reasonable assurance level as of such date because of certain material weaknesses in our internal control over financial reporting, as further described below.

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated, as of December 31, 2024, our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)).

Based on this evaluation, our principal executive officer and principal financial officer have concluded that as of December 31, 2024, our disclosure controls and procedures were not effective as of such date because of material weaknesses in our internal control over financial reporting, as further described below.

In designing and evaluating our 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.

In addition, the design of disclosure controls and procedures must reflect that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Previously Disclosed Material Weaknesses

We previously disclosed the following material weaknesses within our 2022 Annual Report on Form 10-K:

• Risk Assessment – we failed to design and implement certain risk assessment activities related to identifying and analyzing risks to achieve control objectives, and identifying and assessing changes in the business that could impact the system of internal controls.

• Control Activities – we failed to design and implement certain control activities that address relevant risks, retain sufficient evidence of the performance of control activities, or design control activities at the level of precision required to identify all potentially material errors, across all significant accounts.

• Information and Communication – we failed to design and implement certain information and communication activities related to obtaining or generating and using relevant quality information to support the functioning of internal control.

Specifically, the Company failed to design and implement general information technology controls (“GITCs”) supporting change management, user access and segregation of duties controls within information technology systems utilized by the Company in its financial reporting.

• Monitoring – as a result of the material weaknesses described above, we failed to design and implement certain monitoring activities to ascertain whether the components of internal control are present and functioning.

During fiscal year 2023, with the oversight of the Audit Committee of the Board of Directors, the Company continued remediation activities to address the material weaknesses existing as of December 31, 2022.

With respect to the material weakness related to Risk Assessment, the following remediation actions were taken, which remediated the previously identified material weakness as of December 31, 2023, including:

• the performance of scoping and risk assessment processes to identify and analyze risks across the various levels of the Company;

• utilization of the SOX Steering Committee to identify and analyze risks, communicate and emphasize the importance of internal controls, and to report regularly to the Company’s Audit Committee.

With respect to the material weakness related to Information and Communication, the following remediation actions were taken, which significantly reduced the scope of the previously identified material weakness as of December 31, 2023, including:

• for all systems, except for the US Enterprise Resource Planning software (“ERP”), and systems related to our digital collectibles business, GITCs that review, approve, and periodically re-evaluate the user access privileges for system users and the business purpose for allowing access for each authorized user to address segregation of duties were designed and implemented;

• for the Company’s UK ERP, GITCs supporting change management, user access and segregation of duties were designed and implemented.

Management's Report on Internal Control Over Financial Reporting

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Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the framework and criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management concluded that, as of December 31, 2023, our internal control over financial reporting was not effective due to the existence of material weaknesses described 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 a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following previously identified material weaknesses remain unremediated as of December 31, 2023:

• Information and Communication – we have not completed the design and operation of GITCs, supporting change management, user access and segregation of duties controls within our US ERP and systems related to our digital collectibles business.

Additionally, we were unable to effectively design and operate GITCs supporting change management within systems utilized by the Company in its financial reporting, other than our UK ERP.

• Control Activities – we have not completed the design and implementation of certain control activities that address relevant risks, retain sufficient evidence of the performance of control activities, or design control activities at the level of precision required to identify all potentially material errors, across all significant accounts.

• Monitoring – as a result of the material weaknesses described above, we have not completed the design and operation of certain monitoring activities to ascertain whether the components of internal control are present and functioning.

Although we have undertaken remediation efforts to enhance our monitoring activities, we will not consider that material weakness to be remediated until the material weakness related to control activities is fully remediated, and until our enhanced controls are operational for a sufficient period of time and tested, enabling management to conclude that the enhanced controls are operating effectively.

The effectiveness of our internal control over financial reporting as of December 31, 2023, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included in this Item 9A.

Ongoing Remediation Efforts to Address Material Weaknesses

We have engaged a third-party to assist us in our remediation plans and activities, including designing and implementing certain control activities.

The following remediation activities are ongoing to remediate the remaining previously reported material weaknesses:

• enhancing the design of GITCs within our US ERP;

• enhancing the design of GITCs supporting change management, within certain systems, other than our UK ERP;

• determining if additional investments are needed to upgrade or enhance existing systems which may not have the appropriate infrastructure to meet the requirements of our internal control framework;

• enhancing the design of control activities and evaluating the operating effectiveness of control activities to address risks and operate at a level of precision to identify all potentially material errors;

• conducting trainings across the organization to enforce policies for the retention of sufficient evidence of the performance of control activities;

• monitoring the effectiveness of our internal controls and continued progress towards remediation status;

• adding resources with appropriate expertise to plan and perform more timely and thorough monitoring activities for internal control over financial reporting.

Our remediation efforts will continue throughout 2024;

however, we cannot provide assurance as to when our remediation activities will be complete.

Based on this assessment, management concluded that, as of December 31, 2024, our internal control over financial reporting was not effective due to the material weaknesses described 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.

The following material weaknesses were identified as of December 31, 2024:

• We did not design and maintain effective controls related to the order-to-cash and income taxes business processes, as well as controls related to the preparation and review of journal entries at a foreign subsidiary.

• We did not design and maintain effective controls to verify appropriate segregation of duties, including assessment of incompatible duties, identification of instances where incompatible duties were assigned to an individual, and addressing conflicts on a timely basis.

• We did not design and maintain effective controls over certain information technology (“IT”) general controls for certain information systems that are relevant to the preparation of our financial statements.

Specifically, we did not design and maintain:

(i) program change management controls to ensure that program and data changes are identified, tested, authorized and implemented appropriately and (ii) user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel.

The material weakness related to income taxes resulted in an immaterial corrected error in the disclosure of deferred income taxes included in the income taxes footnote as of December 31, 2024.

Additionally, the material weaknesses could result in misstatements to the consolidated financial statements that would result in a material misstatement of the annual or interim consolidated financial statements that would not be prevented or detected.

The effectiveness of our internal control over financial reporting as of December 31, 2024, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included in Item 8.

Remediation Efforts and Status of Remaining Material Weaknesses

During fiscal 2024, with the oversight of the Audit Committee of the Board of Directors, management has been executing and remains committed to implementing measures designed to ensure that the control deficiencies contributing to the ongoing material weaknesses are remediated, such that these controls are designed, implemented and operating effectively.

The following activities are ongoing to remediate the remaining material weaknesses:

• We have prepared a remediation plan for each of the material weaknesses and begun training process owners, developing new controls, enhancing existing controls, evaluating process adoption and monitoring results;

• We have engaged third party consultants to advise management in connection with the remediation of the material weaknesses;

• We are in the process of redesigning, enhancing and implementing control activities to address relevant risks at the appropriate level of precision for the order-to-cash and income taxes business processes as well as controls over preparation and review of journal entries at a foreign subsidiary;

• We are in the process of designing and implementing segregation of duties monitoring controls related to all systems relevant to financial reporting;

• We are in the process of designing and implementing controls addressing the reliability of relevant systems and relevant information;

• We are in the process of training control owners concerning control requirements related to user access and change management over IT systems impacting financial reporting.

Our remediation efforts are expected to continue throughout fiscal 2025 and we cannot provide assurance as to when our remediation activities will be complete.

The material weaknesses cannot be considered remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Remediation of Previously Identified Material Weaknesses

Other than the material weaknesses which remain unremediated as of December 31, 2024 as described above, material weaknesses in our internal control over financial reporting that were previously identified as of December 31, 2023 have been remediated by completing the following measures:

• We implemented procedures to identify and evaluate changes in our business and the impact on our controls;

• We completed the identification and alignment of relevant risks to controls and control deficiencies;

• We designed and implemented control activities in response to the identified risks related to the following business processes:

cash and cash equivalents, inventory, property, plant & equipment, leases, goodwill and intangible assets, purchases, payables and accrued liabilities, debt, equity and share-based compensation, payroll and period-end financial reporting;

• We completed the hiring and training of key personnel to allow for the implementation of more timely and thorough monitoring activities to ascertain whether the components of internal control are present and functioning;

• We maintained a SOX Steering Committee to monitor the effectiveness of our internal controls and communicate the importance of internal controls, and to report regularly to the Company’s Audit Committee.

During the quarter ended December 31, 2024, we completed our testing and evaluation of the newly designed and implemented controls and determined that as of December 31, 2024, the newly designed and implemented controls have operated effectively for a sufficient period for management to conclude the material weaknesses have been remediated.

Changes in Internal Control Over Financial Reporting

Except for the remediation of the material weakness described above and other remediation efforts to date, there have been no changes in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Funko, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Funko, Inc.

and subsidiaries’ internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, Funko, Inc.

and subsidiaries (the Company) has not maintained effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

A material weakness is a deficiency, or 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.

The following material weakness has been identified and included in management’s assessment.

Management has identified a material weakness related to the control activities;

information and communication;

and monitoring components of the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and this report does not affect our report dated March 7, 2024, which expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) 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 (3) 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 effectiveness 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.

/s/ Ernst & Young LLP

Seattle, Washington

March 7, 2024

There have been no changes in internal control over financial reporting that occurred during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “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.

DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS

(b) On December 13, 2024 , Yves Le Pendeven , Chief Financial Officer , adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 34,079 shares of the Company’s Class A common stock between March 14, 2025 and August 29, 2025 , subject to certain conditions.

On December 12, 2024 , Tracy Daw , Chief Legal Officer and Secretary , adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 43,025 shares of the Company’s Class A common stock between March 13, 2025 and June 30, 2025 , subject to certain conditions.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

6 unchanged sentences

Pursuant to General Instruction G(3) to Form 10-K and Instruction 3 to Item 401(b) of Regulation S-K, information regarding our executive officers and directors is provided in Item 1 of this Annual Report on Form 10-K under the caption “Information about our Executive Officers and Board of Directors,” and will also appear in our definitive proxy statement for our 2025 Annual Meeting of Stockholders.

The remaining information required by this item will be included under the headings “Election of Directors,” “Corporate Governance,” and “Delinquent Section 16(a) Reports” (if applicable) in our definitive proxy statement for our 2024 Annual Meeting of Stockholders, and such required information is incorporated herein by reference.

The remaining information required by this item will be included under the headings “Election of Directors,” “Corporate Governance,” “Delinquent Section 16(a) Reports” (if applicable), and " Insider Trading Policies " in our definitive proxy statement for our 2025 Annual Meeting of Stockholders, and such required information is incorporated herein by reference.

EXECUTIVE COMPENSATION

9 unchanged sentences

Equity compensation plans not approved by security holders (2)

Performance Stock Options (based on target performance) 297,974 $ 8.39 —

Restricted Stock Units 481,510 $ — —

Total 5,942,927 $ 11.51 —

(1) Includes 1,206,560 shares of Class A common stock available for issuance under our 2017 Incentive Award Plan and 3,706,144 shares of Class A common stock available for issuance under our 2019 Incentive Award Plan.

(1) Includes 1,672,523 shares of Class A common stock available for issuance under our 2017 Incentive Award Plan, 1,709,768 shares of Class A common stock available for issuance under our 2019 Incentive Award Plan.

The number of shares authorized under our 2019 Incentive Award Plan increases on the first day of each calendar year beginning on January 1, 2020 and ending on and including January 1, 2029, equal to the lesser of (A) 2% of the shares of Class A Common Stock outstanding as of the last day of the immediately preceding fiscal year on a fully-diluted basis and (B) such lesser number of shares of Class A common stock as determined by our board of directors.

(2) On May 8, 2024, the board of directors adopted the Funko, Inc.

2024 Inducement Award Plan (the “2024 Inducement Award Plan”).

The terms of the 2024 Inducement Award Plan are substantially similar to the terms of the Company’s 2019 Incentive Award Plan, though incentive stock options may not be issued under the 2024 Inducement Award Plan and awards under the 2024 Inducement Award Plan may only be issued to eligible recipients under the applicable listing rules of the Nasdaq Stock Market LLC.

Includes 720,516 shares of Class A common stock available for issuance under our 2024 Inducement Award Plan.

For additional information, see Note 18, “Stockholders’ Equity” in the Notes to Consolidated Financial Statements included in this Form 10-K.

The remaining information required by this item will be included under the heading “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement for our 2025 Annual Meeting of Stockholders, and such required information is incorporated herein by reference.

8 unchanged sentences

Financial Statement Schedules

Condensed Financial Information of Registrant

Condensed Financial Information of Registrant as of December 31, 2024 and 2023 and for each of the three years in the period ended December 31, 2024 are included under Part II, Item 8.

All other schedules are omitted because they are not applicable, not required or the required information is shown in the consolidated financial statements or notes thereto.

13 unchanged sentences

4.2 Description of Securities

Funko Acquisition Holdings, L.L.C.

2015 Option Plan, Amended and Restated as of November 1, 2017.

10.1 3/19/2018

Form of Option Agreement under Funko Acquisition Holdings, L.L.C.

2015 Option Plan.

10.15 10/6/2017

10-K 001-38274 4.2 3/7/2024

2017 Incentive Award Plan, dated October 23, 2017.

2 unchanged sentences

10.19 10/23/2017

Form of Restricted Stock Unit Award Agreement under 2017 Incentive Award Plan

10-Q 001-38274 10.1 8/10/2018

2017 Executive Annual Incentive Plan, dated October 23, 2017.

4 unchanged sentences

8-K 001-38274 10.3 12/9/2022

Letter between the Company and Brian Mariotti, dated July 13, 2023

8-K 001-38274 10.2 7/18/2023

Exhibit Description

Incorporated by Reference

Advisor Agreement, by and between the Company and Brian Mariotti, dated September 1, 2023

8-K 001-38274 10.1 9/1/2023

Amended and Restated Employment Agreement, dated April 19, 2023, by and between the Company and Tracy Daw.

2 unchanged sentences

8-K 001-38274 10.1 1/7/2022

Exhibit Description

Incorporated by Reference

Amendment to Amended and Restated Employment Agreement, by and between the Company and Andrew Perlmutter, dated as of December 5, 2022.

4 unchanged sentences

S-1/A 333-220856 10.27 10/12/2017

Form of Restricted Stock Unit Award Agreement under 2017 Incentive Award Plan

10-Q 001-38274 10.1 8/10/2018

Non-Employee Director Compensation Policy, dated August 22, 2022.

17 unchanged sentences

10-Q 001-38724 10.3 5/5/2022

Exhibit Description

Incorporated by Reference

10.19 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.

4 unchanged sentences

10-Q 001-38274 10.1 5/5/2022

Exhibit Description

Incorporated by Reference

10.21 Amendment No.

6 unchanged sentences

10-K 001-38274 10.23 3/1/2023

10.23 Limited Waiver and Limited Consent, dated June 11, 2024, between Funko Acquisition Holdings, L.L.C., subsidiary borrowers party thereto, lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

10-Q 001-38274 10.6 8/8/2024

10.24 † Funko, Inc.

21 unchanged sentences

10-Q 001-38274 10.5 8/4/2022

10.34 † Tatum Services Agreement, by and between Funko, LLC and Ranstad Professionals US, LLC d/b/a Tatum, dated as of November 22, 2022.

8-K 001-38274 10.1 12/9/2022

10.31 † Form of Performance Stock Unit Award Agreement under the Funko, Inc.

4 unchanged sentences

10-K 001-38274 10.34 3/1/2023

Exhibit Description

Incorporated by Reference

10.33 † Employment Agreement, by and between the Company and Steve Nave, dated February 27, 2023.

10-K 001-38274 10.35 3/1/2023

10.34 † Separation and Release of Claims Agreement between the Company and Steve Nave, dated March 6, 2024.

8-K 001-38274 10.2 3/7/2024

10.35 † Letter between the Company and Michael Lunsford, dated July 13, 2023

8-K 001-38274 10.1 7/18/2023

10.36 † Letter Agreement, dated July 17, 2024, between the Company and Michael Lunsford.

10-Q 001-38274 10.5 8/8/2024

10.37 † Employment Agreement, dated as of August 8, 2024, between the Company and Yves Le Pendeven.

10-Q 001-38274 10.7 8/8/2024

Exhibit Description

Incorporated by Reference

10.38 † Service Agreement Amendment between the Company and Andrew Oddie, dated May 1, 2024.

10-Q 001-38274 10.3 5/9/2024

10.39 † Letter Agreement between Funko, Inc., Funko UK, Ltd and Andrew Oddie, dated September 9, 2024.

8-K 001-38274 10.1 9/12/2024

10.40 † Employment Agreement between the Company and Cynthia Williams, effective May 20, 2024.

8-K 001-38274 10.1 5/9/2024

10.41 † Funko, Inc.

2024 Inducement Award Plan.

8-K 001-38274 10.2 5/9/2024

10.42 † Form of Stock Option Grant Notice and Stock Option Agreement under 2024 Inducement Award Plan.

8-K 001-38274 10.3 5/9/2024

10.43 † Form of Restricted Stock Unit Grant Notice under 2024 Inducement Award Plan.

8-K 001-38274 10.4 5/9/2024

16.1 Letter from Ernst & Young LLP dated May 9, 2024

8-K 001-38274 16.1 5/9/2024

19.1 Insider Trading Compliance Policy

21.1 List of Subsidiaries

23.1 Consent of Independent Registered Public Accounting Firm

31.1 Certification of Interim Chief Executive Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.

23.2 Consent of Independent Registered Public Accounting Firm

31.1 Certification of Chief Executive Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.

31.2 Certification of Chief Financial Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.

32.1 Certification of Interim Chief Executive Officer pursuant to 18 U.S.C.

32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

97.1 Policy for Recovery of Erroneously Awarded Compensation

10-K 001-38274 97.1 3/7/2024

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

2 unchanged sentences

101.DEF Inline XBRL Taxonomy Definition Linkbase Document.

Exhibit Description

Incorporated by Reference

101.LAB Inline XBRL Taxonomy Label Linkbase Document.

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March 13, 2025 By:

/s/ Steve Nave

Chief Financial Officer and Chief Operating Officer (Principal Financial Officer)

/s/ Yves Le Pendeven

Chief Financial Officer (Principal Financial Officer)

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

Signature Title Date

/s/ Michael Lunsford Interim Chief Executive Officer and Director

/s/ Cynthia Williams Chief Executive Officer and Director

(Principal Executive Officer) March 13, 2025

Michael Lunsford

/s/ Steve Nave Chief Financial Officer and Chief Operating Officer

Cynthia Williams

/s/ Yves Le Pendeven Chief Financial Officer

(Principal Financial and Accounting Officer) March 13, 2025

/s/ Andrew Perlmutter President and Director March 7, 2024

Andrew Perlmutter

Yves Le Pendeven

/s/ Charles Denson Chairman of the Board March 13, 2025

2 unchanged sentences

Trevor Edwards

/s/ Jason Harinstein Director March 13, 2025

Jason Harinstein

/s/ Diane Irvine Director March 13, 2025

4 unchanged sentences

Sarah Kirshbaum Levy

/s/ Michael Lunsford Director March 13, 2025

Michael Lunsford

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