1 unchanged sentence
(a) Evaluation of disclosure controls and procedures
−Removed: Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 as of December 31, 2023, the end of the period covered by this Report.
+Added: Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as of December 31, 2024, the end of the period covered by this Report.
This evaluation was based on the guidelines established in Internal Control - Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
6 unchanged sentences
Management's Annual Report on Internal Control over Financial Reporting
−Removed: Management of the Company, including our Principal Executive Officer and Principal Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended.
+Added: Management of the Company, including our Principal Executive Officer and Principal Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.
The Company's internal controls were designed to provide reasonable assurance as to the reliability of our financial reporting and the preparation and presentation of the Consolidated Financial Statements for external purposes in accordance with accounting principles generally accepted in the United States and 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;
14 unchanged sentences
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this item is incorporated by reference from the applicable information set forth in "Executive Officers," "Election of Directors," "Information about the Board of Directors and its Committees," and "Security Ownership of Directors and Executive Officers - Section 16(a) Beneficial Ownership Reporting Requirements" which will be included in our definitive Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC, and Part I, Item 1.
+Added: The Company has an insider trading policy applicable to all directors, officers, employees, consultants and agents.
+Added: The policy prohibits such persons from, among other things, engaging in transactions involving the purchase or sale of the Company’s securities while having access to material nonpublic information.
+Added: The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to the Company.
+Added: A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Report.
+Added: The remainder of the information required by this item is incorporated by reference from the applicable information set forth in "Executive Officers," "Election of Directors," "Information about the Board of Directors and its Committees," and "Security Ownership of Directors and Executive Officers - Section 16(a) Beneficial Ownership Reporting Requirements" which will be included in our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC, and Part I, Item 1.
Business - Additional Information in this Report.
21 unchanged sentences
Form 10-K Summary
−Removed: 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.
−Removed: GLOBALSTAR, INC.
−Removed: February 29, 2024 Dr.
−Removed: Chief Executive Officer
−Removed: POWER OF ATTORNEY
−Removed: KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr.
−Removed: Jacobs and Rebecca S.
−Removed: Clary, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February 29, 2024.
−Removed: Signature Title
−Removed: Chief Executive Officer
−Removed: (Principal Executive Officer)
−Removed: /s/ Rebecca S.
−Removed: Clary Chief Financial Officer
−Removed: Clary (Principal Financial and Accounting Officer)
−Removed: /s/ James Monroe III
−Removed: James Monroe III Director
−Removed: /s/ William A.
−Removed: Hasler Director
−Removed: Lynch Director
−Removed: /s/ Michael J.
−Removed: Lovett Director
−Removed: Cowan Director
−Removed: /s/ Benjamin G.
−Removed: Wolff Director
−Removed: /s/ Timothy E.
−Removed: Taylor Director
EXHIBIT INDEX
Number Description
−Removed: 3.1* Third Amended and Restated Certificate of Incorporation of Globalstar, Inc.
−Removed: (Appendix A to DEF 14A filed April 12, 2021)
+Added: Composite Certificate of Incorporation of Globalstar, Inc.
3.2* Fifth Amended and Restated Bylaws of Globalstar, Inc.
18 unchanged sentences
Form of Stock Option Award Agreement for use with executive officers (Exhibit 10.45 to Form 10-K filed March 31, 2011)
−Removed: 2021 Key Employee Bonus Plan (Exhibit 10.24 to Form 10-K Filed March 4, 2021)
2022 Key Employee Bonus Plan (Exhibit 10.21 to Form 10-K filed February 25, 2022)
2023 Key Employee Bonus Plan (Exhibit 10.5 to Form 10-Q filed May 5, 2023)
−Removed: Amended and Restated Prepayment Agreement dated May 19, 2021 (Exhibit 10.1 to Form 10-Q filed August 5, 2021)
+Added: 2 024 Key Employee Bonus Plan
Satellite Procurement Agreement dated February 21, 2022 between Globalstar, Inc.
and Macdonald, Dettwiler and Associates Corporation (Exhibit 10.1 to Form 10-Q filed May 5, 2022)
−Removed: Conformed Copy of Key Terms Agreement reflecting amendments through September 7, 2022 (Exhibit 10.1 to Form 8-K filed September 7, 2022)
Exchange Agreement dated November 15, 2022 (Exhibit 10.1 to Form 8-K filed November 16, 2022)
2 unchanged sentences
Collateral Agreement dated April 6, 2023 by and among Globalstar, Inc.
−Removed: the grantors and guarantors party thereto and Partner (Exhibit 10.2 to Form 8-K filed April 6, 2023)
+Added: the grantors and guarantors party thereto and Customer (Exhibit 10.2 to Form 8-K filed April 6, 2023)
+Added: Amended and Restated Prepayment Agreement dated May 19, 2021 (Exhibit 10.1 to Form 10-Q filed August 5, 2021)
2023 Prepayment Agreement (Exhibit 10.6 to Form 10-Q filed May 5, 2023)
Amendment No.
+Added: 2 to 2023 Prepayment Agreement by and between Globalstar, Inc.
+Added: and Customer dated as of November 5, 2024
+Added: 2024 Prepayment Agreement by and between Globalstar, Inc.
+Added: and Customer dated as of November 5, 2024
+Added: Conformed Copy of Key Terms Agreement reflecting amendments through September 7, 2022 (Exhibit 10.1 to Form 8-K filed September 7, 2022)
+Added: Amendment No.
4 to the Key Terms Agreement (Exhibit 10.7 to Form 10-Q filed May 5, 2023)
+Added: Amendment No.
+Added: 5 to the Key Terms Agreement between Customer and Globalstar dated November 5, 2024
+Added: Statement of Work by and between Customer Parent and Globalstar, Inc.
+Added: dated as of November 5, 2024
Intellectual Property License Agreement between XCOM Labs, Inc.
5 unchanged sentences
Amended and Restated Employment Agreement dated January 24, 2024 by and between Globalstar, Inc.
−Removed: and Paul Jacobs
−Removed: Guaranty dated as of December 7, 2023 made by Thermo Funding II, LLC
+Added: and Paul Jacobs (Exhibit 10.24 to Form 10-K filed February 29, 2024)
+Added: Guaranty dated as of December 7, 2023 made by Thermo Funding II, LLC (Exhibit 10.25 to Form 10-K filed February 29, 2024)
Common Stock Purchase Warrant between Thermo Funding II, LLC and Globalstar, Inc.
−Removed: dated December 7, 2023
+Added: dated December 7, 2023 (Exhibit 10.26 to Form 10-K filed February 29, 2024)
Second Forbearance Agreement among Globalstar, Inc., Macdonald, Dettwiler and Associates Corporation and Rocket Lab USA, Inc.
dated January 31, 2023 (Exhibit 10.30 to Form 10-K filed March 1, 2023)
+Added: Conformed copy of Amendment to Support Services Agreement by and between Virewirx, Inc.
+Added: and Globalstar, Inc.
+Added: dated June 28, 2024 (Exhibit 10.1 to Form 10-Q filed August 8, 2024)
+Added: Purchase Agreement by and among Globalstar, Inc., Globalstar Licensee LLC and Customer Parent dated as of October 29, 2024
+Added: Contribution Agreement by and among Globalstar, Inc., GCL Licensee LLC and Globalstar Licensee LLC dated as of November 5, 2024
+Added: Second Amended and Restated Limited Liability Company Agreement for Globalstar Licensee LLC by and among Globalstar, Inc.
+Added: and Customer Parent dated as of November 5, 2024
+Added: First Amendment to Guarantee and Collateral Agreement by and among Globalstar, Inc., the other Guarantors signatory hereto, and Customer dated as of November 5, 2024
Globalstar, Inc.
16 unchanged sentences
* Incorporated by reference.
−Removed: † Portions of the exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission.
−Removed: The omitted portions have been filed with the Commission.
†† Portions of the exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K.
+Added: Management contract or compensatory plan or arrangement.
+Added: 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.
+Added: GLOBALSTAR, INC.
+Added: February 28, 2025 Dr.
+Added: Chief Executive Officer
+Added: POWER OF ATTORNEY
+Added: KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr.
+Added: Jacobs and Rebecca S.
+Added: Clary, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February 28, 2025.
+Added: Signature Title
+Added: Chief Executive Officer
+Added: (Principal Executive Officer)
+Added: /s/ Rebecca S.
+Added: Clary Chief Financial Officer
+Added: Clary (Principal Financial and Accounting Officer)
+Added: /s/ James Monroe III
+Added: James Monroe III Director
+Added: /s/ William A.
+Added: Hasler Director
+Added: Lynch Director
+Added: Cowan Director
+Added: /s/ Benjamin G.
+Added: Wolff Director
+Added: /s/ Timothy E.
+Added: Taylor Director
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.