5 unchanged sentences
In accordance with guidance issued by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred.
−Removed: We have excluded NextSphere Technologies, Inc.
−Removed: (“NextSphere”) from our evaluation of the internal control over financial reporting.
−Removed: NextSphere constituted 1.7% of total assets as of December 31, 2023 and 2.7% of total revenues for the year ended December 31, 2023.
+Added: We have excluded JUXT Ltd.
+Added: (“JUXT”) and Mobile Computing S.A.
+Added: (“Mobile Computing”) from our evaluation of the internal control over financial reporting.
+Added: JUXT and Mobile Computing in the aggregate constituted 3.2% of total assets as of December 31, 2024 and 3.1% of total revenues for the year ended December 31, 2024.
Based on the results of this evaluation, our management concluded that our internal control over financial reporting was effective at the end of fiscal 2024.
16 unchanged sentences
OTHER INFORMATION
+Added: Insider Trading Arrangements
+Added: On November 21, 2024 , Yury Gryzlov , our Chief Operating Officer , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of up to 84,766 shares of our common stock, less shares forfeited for tax withholding.
+Added: The trading arrangement was intended to satisfy the affirmative defense under Rule 10b5-1(c) under the Securities Exchange Act.
+Added: Shares may be sold pursuant to the plan until March 3, 2026 , or earlier if all sales under the plan were completed.
+Added: No other Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements were adopted or terminated by our directors or executive officers during the three months ended December 31, 2024.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
2 unchanged sentences
The information called for by this item will be set forth in our Proxy Statement for the Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024 and is incorporated herein by reference.
+Added: Code of Ethics
Our board of directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.
1 unchanged sentence
We will post any amendments to our code of conduct, or waivers of its requirements, on our website.
+Added: Insider Trading Policy
+Added: We have adopted insider trading policies and procedures applicable to our directors, officers, and employees, and have implemented processes for the Company, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the Nasdaq listing standards.
+Added: Except under limited circumstances, persons subject to the policy may not engage in any transaction of our securities while aware of material nonpublic information relating to the Company.
+Added: The insider trading policy also implements quarterly trading blackout periods and allows for special blackout periods to limit the likelihood of trading at times with significant risk of insider trading exposure.
+Added: In addition, all of our employees are prohibited from engaging in any transaction involving our securities without first obtaining pre-clearance from our compliance officer.
+Added: Our insider trading policy also includes Rule 10b5-1 trading plan guidelines that permit our directors and certain employees, including our named executive officers, to adopt Rule 10b5-1 trading plans (“10b5-1 plans”).
+Added: Under these guidelines, among other restrictions, 10b5-1 plans may only be adopted or modified when the person adopting the trading plan is not aware of any material nonpublic information and there is an open trading window.
+Added: In addition, the first trade under a 10b5-1 plan may not occur until the completion of a cooling off period in compliance with SEC rules.
+Added: Our insider trading policy also prohibits our employees, including officers, and directors from pledging or engaging in hedging or similar transactions in our securities, including but not limited to prepaid variable forwards, equity swaps, collars, exchange funds, puts, calls and short sales.
+Added: The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Insider Trading Policy filed as an exhibit to this Annual Report on Form 10-K.
EXECUTIVE COMPENSATION
−Removed: The information called for by this item will be set forth in our Proxy Statement and is incorporated herein by reference.
+Added: The information called for by this item will be set forth in our Proxy Statement for the Annual Meeting of Stockholders and is incorporated herein by reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: The information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference.
+Added: The information required by this item will be set forth in our Proxy Statement for the Annual Meeting of Stockholders and is incorporated herein by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: The information, if any, required by this item will be set forth in our Proxy Statement and is incorporated herein by reference.
+Added: The information, if any, required by this item will be set forth in our Proxy Statement for the Annual Meeting of Stockholders and is incorporated herein by reference.
PRINCIPAL ACCOUNTING FEES AND SERVICES
−Removed: The information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference.
+Added: The information required by this item will be set forth in our Proxy Statement for the Annual Meeting of Stockholders and is incorporated herein by reference.
EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
37 unchanged sentences
10.8+ Outside Director Compensation Policy.
−Removed: 8-K 001-38685 10.7 March 9, 2020
+Added: 8-K 001-38685 10.1
+Added: January 13, 2025
10.9.1+ Employment Agreement between the Registrant and Leonard Livschitz.
6 unchanged sentences
10-Q 001-38685 10.2 August 4, 2022
−Removed: 10.12+ Employment Agreement between the Registrant and Stan Klimoff.
−Removed: 8-K 001-38685 10.14 March 9, 2020
Form of Tax Indemnification Agreement of the Registrant.
2 unchanged sentences
10-Q 001-38685 10.17 May 11, 2020
−Removed: 10.15 Waiver of Amended and Restated Registration Rights Agreement, dated as of April 17, 2020, by and among the Company and certain security holders.
−Removed: S-1 333-238202 10.21 May 12, 2020
Stockholders’ Agreement, dated as of November 13, 2019, by and among the Company and certain security holders.
2 unchanged sentences
8-K 001-38685 10.1 March 17, 2022
+Added: I nsider Trading Policy
21.1* List of subsidiaries of the Registrant.
6 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: C ompensation Recover y Policy
+Added: Compensation Recovery Policy
+Added: 001-38685 97.1 February 29, 2024
101.INS XBRL Instance Document.
30 unchanged sentences
Marina Levinson
+Added: /s/ Patrick Nicolet Director February 27, 2025
+Added: Patrick Nicolet
/s/ Michael Southworth Director February 27, 2025
3 unchanged sentences
/s/ Shuo Zhang Director February 27, 2025
−Removed: /s/ Patrick Nicolet Director February 29, 2024
−Removed: Patrick Nicolet
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.