What changed in this filing

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Item 9A. Controls and Procedures

2023-03-16 compared with 2022-03-28 · 42 added, 112 removed, 77 unchanged (67% of the section changed)

2 unchanged sentences

We maintain “disclosure controls a nd procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the period ended December 31, 2021, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of December 31, 2022, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Annual Report on Internal Control over Financial Reporting

This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company's registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Our management 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.

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022 based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework).

Based on the results of its evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2022.

Attestation Report of the Registered Public Accounting Firm

This Annual Report does not include an attestation report of our registered public accounting firm due to an exemption for “emerging growth companies.”

Changes in Internal Control over Financial Reporting

7 unchanged sentences

Disclosure Regarding Foreign Jurisdiction that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance

6 unchanged sentences

The information required by this item will be contained in the Company’s definitive Proxy Statement for its 2023 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2022, and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

1 unchanged sentence

Principal Accounting Fees and Services

Principal Accountant Fees and Services

12 unchanged sentences

Amended and Restated Bylaws of the Company.

8-K 001-40378 3.2 5/11/2021

Form of Common Stock Certificate.

S-1/A 333-255150 4.1 4/26/2021

Description of Capital Stock.

Amended and Restated Investors’ Rights Agreement, dated as of June 11, 2018.

S-1 333-255150 10.1 4/9/2021

2011 Plan and forms of agreements thereunder.

S-1 333-255150 10.2 4/9/2021

2021 Equity Incentive Plan and forms of agreements thereunder.

S-1/A 333-255150 10.3 4/20/2021

2021 Employee Stock Purchase Plan.

S-1/A 333-255150 10.4 4/20/2021

Non-Employee Director Compensation Policy.

S-1/A 333-255150 10.5 4/26/2021

Form of Indemnity Agreement entered into by and between the Company and each director and executive officer.

S-1/A 333-255150 10.6 4/20/2021

Amended and Restated Employment Agreement, dated April 24, 2021, by and between the Company and Nikolaos Vlahos.

S-1/A 333-255150 10.7 4/26/2021

Amended and Restated Employment Agreement, dated April 26, 2021, by and between the Company and Jessica Warren.

S-1/A 333-255150 10.8 4/26/2021

Amended and Restated Employment Agreement, dated April 25, 2021, by and between the Company and Donald Frey.

S-1/A 333-255150 10.9 4/26/2021

Amended and Restated Employment Agreement, dated April 24, 2021, by and between the Company and Janis Hoyt.

S-1/A 333-255150 10.10 4/26/2021

Amended and Restated Employment Agreement, dated April 24, 2021, by and between the Company and Kelly Kennedy.

S-1/A 333-255150 10.11 4/26/2021

Amended and Restated Employment Agreement, dated April 25, 2021, by and between the Company and Glenn Klages.

S-1/A 333-255150 10.12 4/26/2021

Amended and Restated Employment Agreement, dated April 24, 2021, by and between the Company and Jasmin Manner.

S-1/A 333-255150 10.13 4/26/2021

Amended and Restated Employment Agreement, dated April 24, 2021, by and between the Company and Sharareh Parvaneh.

S-1/A 333-255150 10.14 4/26/2021

Amended and Restated Employment Agreement, dated April 24, 2021, by and between the Company and Rick Rexing.

S-1/A 333-255150 10.15 4/26/2021

Amended and Restated Employment Agreement, dated April 24, 2021, by and between the Company and Brendan Sheehey.

S-1/A 333-255150 10.16 4/26/2021

Office Lease, dated as of July 8, 2015, by and between the Company and CV Latitude 34 LLC.

S-1 333-255150 10.17 4/9/2021

Warehouse Lease Agreement, dated as of November 16, 2016, by and between the Company and GLP US Management LLC (as successor in interest to PHI Donovan Land, LLC), as amended.

S-1 333-255150 10.18 4/9/2021

Logistics Services Agreement, dated as of January 31, 2014, by and between the Company and Geodis Logistics, LLC (f/k/a Ozburn-Hessey Logistics, LLC).

S-1/A 333-255150 10.19 4/20/2021

Amendment One to the Logistics Services Agreement, dated as of March 7, 2014, by and between the Company and Geodis Logistics, LLC (f/k/a Ozburn-Hessey Logistics, LLC).

S-1/A 333-255150 10.20 4/20/2021

Amendment Two to the Logistics Services Agreement, dated as of October 3, 2014, by and between the Company and Geodis Logistics, LLC (f/k/a Ozburn-Hessey Logistics, LLC).

S-1/A 333-255150 10.21 4/20/2021

Amendment Three to the Logistics Services Agreement, dated as of December 4, 2014, by and between the Company and Geodis Logistics, LLC (f/k/a Ozburn-Hessey Logistics, LLC).

S-1/A 333-255150 10.22 4/20/2021

Amendment Four to the Logistics Services Agreement, dated as of December 26, 2014, by and between the Company and Geodis Logistics, LLC (f/k/a Ozburn-Hessey Logistics, LLC).

S-1/A 333-255150 10.23 4/20/2021

Amendment Five to the Logistics Services Agreement, dated as of March 3, 2016, by and between the Company and Geodis Logistics, LLC (f/k/a Ozburn-Hessey Logistics, LLC).

S-1/A 333-255150 10.24 4/20/2021

Amendment Six to the Logistics Services Agreement, dated as of January 3, 2017, by and between the Company and Geodis Logistics, LLC.

S-1/A 333-255150 10.25 4/20/2021

Amendment Seven to the Logistics Services Agreement, dated as of May 1, 2017, by and between the Company and Geodis Logistics, LLC.

S-1/A 333-255150 10.26 4/20/2021

Amendment Eight to the Logistics Services Agreement, dated as of May 18, 2017, by and between the Company and Geodis Logistics, LLC.

S-1/A 333-255150 10.27 4/20/2021

Amendment Nine to the Logistics Services Agreement, dated as of March 28, 2018, by and between the Company and Geodis Logistics, LLC.

S-1/A 333-255150 10.28 4/20/2021

Amendment Ten to the Logistics Services Agreement, dated as of November 2, 2018, by and between the Company and Geodis Logistics, LLC.

S-1/A 333-255150 10.29 4/20/2021

Amendment Eleven to the Logistics Services Agreement, dated as of July 19, 2018, by and between the Company and Geodis Logistics, LLC.

S-1/A 333-255150 10.30 4/20/2021

Amendment Twelve to the Logistics Services Agreement, dated as of October 31, 2019, by and between the Company and Geodis Logistics, LLC.

S-1/A 333-255150 10.31 4/20/2021

Amendment Thirteen to the Logistics Services Agreement, dated as of November 1, 2019, by and between the Company and Geodis Logistics, LLC.

S-1/A 333-255150 10.32 4/20/2021

Amendment Fourteen to the Logistics Services Agreement, dated as of November 14, 2019, by and between the Company and Geodis Logistics, LLC.

S-1/A 333-255150 10.33 4/20/2021

Amendment Fifteen to the Logistics Services Agreement, dated as of December 18, 2019, by and between the Company and Geodis Logistics, LLC.

S-1/A 333-255150 10.34 4/20/2021

Second Amended and Restated Contract Manufacturing Agreement, dated as of January 1, 2019, by and between the Company and Valor Brands LLC, a.k.a.

Ontex North America.

S-1/A 333-255150 10.35 4/20/2021

Amendment No.

1 to Second Amended and Restated Contract Manufacturing Agreement, dated as of January 1, 2020, by and between the Company and Valor Brands LLC, a.k.a.

Ontex North America.

S-1/A 333-255150 10.36 4/20/2021

Amendment No.

2 to Second Amended and Restated Contract Manufacturing Agreement, dated as of May 1, 2020, by and between the Company and Valor Brands LLC, a.k.a.

Ontex North America.

S-1/A 333-255150 10.37 4/20/2021

Amendment No.

3 to Second Amended and Restated Contract Manufacturing Agreement, dated as of July 8, 2020, by and between the Company and Valor Brands LLC, a.k.a.

Ontex North America.

S-1/A 333-255150 10.38 4/20/2021

Credit Agreement dated as of April 30, 2021, among the Company, as a Borrower, JPMorgan Chase Bank, N.A., as the Administrative Agent, and the other parties thereto.

10-Q 001-40378 10.15 6/17/2021

Amendment Sixteen to the Logistics Services Agreement, dated as of July 12, 2021, by and between the Company and Geodis Logistics, LLC.

Form of Common Stock Certificate 10-K 001-40378 4.1 3/28/2022

Description of Capital Stock 10-K 001-40378 4.2 3/28/2022

Amendment Nineteen to the Logistics Services Agreement, dated as of May 17, 2022, by and between the Company and Geodis Logistics, LLC.

10-Q 001-40378 10.1 8/12/2022

Nominee and Indemnity Agreement, dated September 8, 2021, by and between the Company, Catterton Management Company, L.L.C.

and Scott Dahnke.

Amendment Twenty to the Logistics Services Agreement, dated as of July 15, 2022, by and between the Company and Geodis Logistics, LLC.

10-Q 001-40378 10.2 8/12/2022

Nominee and Indemnity Agreement, dated September 8, 2021, by and between the Company, Catterton Management Company, L.L.C.

and Avik Pramanik.

Amendment Twenty One to the Logistics Services Agreement, dated as of September 2, 2022, by and between the Company and Geodis Logistics, LLC.

10-Q 001-40378 10.1 11/10/2022

Employment Agreement, dated August 30, 2021, by and between the Company and Peter Gerstberger.

Amendment Twenty-Two to the Logistics Services Agreement, dated as of December 8, 2022, by and between the Company and Geodis Logistics, LLC.

Amendment Twenty-Three to the Logistics Services Agreement, dated as of December 30, 2022, by and between the Company and Geodis Logistics, LLC.

Credit Agreement dated January 25, 2023, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

8-K 001-40378 10.1 1/27/2023

Employment Agreement, dated April 22, 2022, by and between the Company and Steve Winchell.

10-Q 001-40378 10.1 5/13/2022

Separation Agreement and Release of Claims, dated January 10, 2023, by and between the Company and Nikolas Vlahos.

Employment Agreement, dated January 9, 2023, by and between the Company and Carla Vernón.

Fourth Amended and Restated Contract Manufacturing Agreement, dated as of December 21, 2022, by and between the Company and Valor Brands LLC, a.k.a.

Ontex North America.

Amendment Twenty-Four to the Logistics Services Agreement, dated as of February 28, 2023 by and between the Company and Geodis Logistics, LLC.

2023 Inducement Plan 8-K 001-40378 10.1 3/16/2023

Form of Global RSU Award Grant Notice and Global RSU Award Agreement under the 2023 Inducement Plan 8-K 001-40378 10.2 3/16/2023

List of Subsidiaries X

Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.

6 unchanged sentences

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

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

6 unchanged sentences

March 16, 2023

/s/ Nikolaos Vlahos

Nikolaos Vlahos

/s/ Carla Vernón

Chief Executive Officer and Director

1 unchanged sentence

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Nikolaos Vlahos, Kelly Kennedy and Brendan Sheehey, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Carla Vernón, Kelly Kennedy and Brendan Sheehey, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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 and on the dates indicated.

Signature Title Date

/s/ Nikolaos Vlahos Chief Executive Officer and Director March 28, 2022

Nikolaos Vlahos (Principal Executive Officer)

/s/ Carla Vernón

Chief Executive Officer and Director March 16, 2023

(Principal Executive Officer)

Kennedy Executive Vice President, Chief Financial Officer

6 unchanged sentences

/s/ Katie Bayne Director March 16, 2023

/s/ Scott Dahnke Director March 28, 2022

Brown Director March 16, 2023

/s/ Susan Gentile Director March 16, 2023

Susan Gentile

Hartung Director March 16, 2023

/s/ Eric Liaw Director March 16, 2023

/s/ Jeremy Liew Director March 28, 2022

/s/ Avik Pramanik Director March 16, 2023

Avik Pramanik

/s/ Nikolaos Vlahos Director March 16, 2023

Nikolaos Vlahos

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