What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-03-15 compared with 2020-03-12 · 33 added, 13 removed, 161 unchanged (22% of the section changed)

4 unchanged sentences

Change in Internal Controls

Beginning January 1, 2019, we adopted ASC 842 "Leases".

It did not have a material impact on our ongoing net income;

however, we implemented changes to our processes related to accounting for leases and related internal controls.

These changes included the development of new policies related to the new leasing framework, training, ongoing contract review requirements, and gathering of information to comply with disclosure requirements.

There has been no change in the Company's internal control over financial reporting during the quarter covered by this report that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

There has been no change in the Company's internal control over financial reporting during the year covered by this report that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

6 unchanged sentences

Based on its assessment, management has concluded that we maintained effective internal control over financial reporting as of December 31, 2020 , based on criteria in “Internal Control - Integrated Framework” issued by the COSO in 2013.

ITEM 9B - OTHER INFORMATION

ITEM 9B - SUBSEQUENT EVENTS

On January 8, 2021, the Company was informed by the Small Business Administration that its Payroll Protection Plan (PPP) loan had been forgiven in its entirety.

The Company had borrowed $1,556,000 from our bank BMO Harris N.A.

for use in support of the Company's staffing levels during the pandemic period of 2020, in accordance with the terms and conditions set down in the Coronavirus Aid, Relief and Economic Security (CARES) Act.

This loan took the form of an unsecured promissory note with a term of two years and a stated interest rate of 1% per annum.

Income from forgiveness of debt will be realized in the first quarter and disclosed in the first quarter's Form 10-Q.

In discussions with our bank, BMO Harris N.A., we have been informed that there is an administrative delay in the release of certain of our cash collateral that was securing standby letters of credit for projects that have been completed.

We anticipated release of the collateral to be simultaneous with the expiration of the instrument, but receive an up to 30-day delay in the release of the collateral.

As of now, instruments with an expiring date of December 31, 2020 in the amount of $1,190 have been released as of the date of this report, and the funds returned to our general operating account(s) as appropriate.

On February 11, 2021, Fuel Tech entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors pursuant to which the Company agreed to issue and sell, in a private placement (the “Private Placement”), (i) 5,000,000 shares (the “Shares”) of Common Stock, (ii) and 2,500,000 warrants (the “Warrants”) exercisable for a total of 2,500,000 shares of Common Stock (the “Warrant Shares”) with an exercise price of $5.10 per Warrant Share, at a purchase price of $5.1625 per Share and associated warrant.

The gross proceeds to the Company from the Private Placement were approximately $25.8 million, before deducting placement agent fees and offering expenses.

Subject to certain ownership limitations, the Warrants are immediately exercisable upon issuance and expire on the five and one-half year anniversary of the effective date of the registration statement registering the Warrant Shares for resale.

Pursuant to an engagement letter, dated as of February 11, 2021, between the Company and H.C.

Wainwright & Co., LLC, or the placement agent, the Company agreed to pay the placement agent a cash fee of 6.5% of the aggregate gross proceeds of the Private Placement.

The Company also agreed to pay the placement agent up to $50,000 in expenses.

In addition, the Company issued to the placement agent (or its designees) warrants to purchase up to 350,000 shares of Common Stock (the “Placement Agent Warrants”), or 7.0% of the aggregate number of Shares sold in the Private Placement.

The Placement Agent Warrants are exercisable commencing April 18, 2021 at an exercise price of $6.453125 per share of Common Stock and expire on the five and one-half year anniversary of the effective date of the registration statement registering the Shares and the Warrant Shares for resale.

The Private Placement closed on February 17, 2021.

In connection with the Private Placement, the Company also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Selling Stockholders, pursuant to which the Company agreed to prepare and file a registration statement with respect to the resale of the Shares and the Warrant Shares.

The Shares, the Warrants, the Warrant Shares, the Placement Agent Warrants and the shares of Common Stock issuable thereunder were sold and issued without registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors.

ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

9 unchanged sentences

Number of Securities to be issued upon exercise of outstanding options and vesting of restricted stock units

Weighted-average

exercise price of

outstanding options

Weighted-average exercise price of outstanding options

Number of securities remaining available for future issuance under equity compensation plan excluding securities listed in column (a)

36 unchanged sentences

Fuel Tech, Inc.

Form of Non-Qualified Stock Option Agreement

Fuel Tech, Inc.

Form of Incentive Stock Option Agreement

Form of Common Stock Warrant

Fuel Tech, Inc.

Form of Revised Restricted Stock Unit Agreement

Form of Placement Agent Warrant

Fuel Tech, Inc.

43 unchanged sentences

2020 Corporate Incentive Plan of Fuel Tech, Inc.

2021 Corporate Incentive Plan of Fuel Tech, Inc.

2019 Fuel Tech, Inc.

3 unchanged sentences

2021 Fuel Tech, Inc.

FUEL CHEM Officer Sales Commission Plan

2018 Fuel Tech, Inc.

APC Officer and NSM Sales Commission Plan

3 unchanged sentences

APC Officer and NSM Sales Commission Plan

2020 Fuel Tech, Inc.

APC Officer and NSM Sales Commission Plan

Employment Agreement dated August 31, 2009, between William E.

3 unchanged sentences

Arnone and Fuel Tech, Inc.

Engagement Letter, dated February 11, 2021, by and between Fuel Tech, Inc.

Wainwright & Co.

Employment Agreement, dated March 9, 2018, between James M.

Pach and Fuel Tech, Inc.

Form of Securities Purchase Agreement

Consent of Independent Registered Public Accounting Firm.

35 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