What changed in this filing

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Item 9A. Controls and Procedures

2022-03-03 compared with 2021-03-04 · 178 added, 159 removed, 39 unchanged (90% of the section changed)

Controls and Procedures

of Disclosure Controls and Procedures

management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of

our disclosure controls and procedures as of December 31, 2020.

The term “disclosure controls and procedures,”

defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company

in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time

periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls

and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits

under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and

principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that

any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their

objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and

Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls

and procedures were effective at the reasonable assurance level as of December 31, 2020.

Report of the Registered Public Accounting Firm

independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal controls

over financial reporting for as long as we are an “emerging growth company”

pursuant to the provisions of the Jumpstart

Our Business Startups Act.

Management’s

Report on Internal Control Over Financial Reporting

CEO and our CFO are responsible for establishing and maintaining adequate internal control over financial reporting, as such term

is defined in Exchange Act Rules 13a-15(f).

Management conducted an assessment of the effectiveness of our internal control over

financial reporting as of December 31, 2020.

In making this assessment, management used the criteria described in Internal Control-Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Our management

concluded that our internal controls over financial reporting were effective based on those criteria, as of December 31, 2020.

in Internal Control over Financial Reporting

2020, we engaged qualified accounting consultants to remediate the risks related to inadequate segregation of duties.

Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our

Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed

to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded,

processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures

include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the

reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its

principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving

their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and

Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and

procedures were effective at the reasonable assurance level as of December 31, 2021.

Attestation Report of the Registered Public

Accounting Firm

Our independent registered public accounting firm

will not be required to formally attest to the effectiveness of our internal controls over financial reporting for as long as we are an

“emerging growth company” pursuant to the provisions of the Jumpstart Our Business Startups Act.

Management’s Report on Internal Control

Over Financial Reporting

Our CEO and our CFO are responsible for establishing

and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f).

conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2021.

In making this

assessment, management used the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring

Organizations of the Treadway Commission (“COSO”).

Our management concluded that our internal controls over financial reporting

were effective based on those criteria, as of December 31, 2021.

Changes in Internal Control over Financial

Other Information

information required by Part III is omitted from this report because the Company will file a definitive proxy statement within

120 days after the end of its fiscal year pursuant to Regulation 14A (the Proxy Statement) for its 2021 annual meeting

of stockholders, and certain information included in the Proxy Statement is incorporated herein by reference.

Directors, Executive Officers and Corporate Governance

information required by this Item 10 will be set forth in the Proxy Statement and is incorporated in this report by reference.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections

Not applicable.

Certain information required by Part III

is omitted from this report because the Company will file a definitive proxy statement within 120 days after the end of its fiscal

year pursuant to Regulation 14A (the Proxy Statement) for its annual meeting of stockholders, and certain information included

in the Proxy Statement is incorporated herein by reference.

Directors, Executive Officers and

Corporate Governance

The information required by this Item 10

will be set forth in the Proxy Statement and is incorporated in this report by reference.

Executive Compensation

information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference.

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

Compensation Plan Information

following table provides certain information with respect to all of our compensation plans in effect as of December 31, 2020:

The information required by this item will be

set forth in the Proxy Statement and is incorporated in this report by reference.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information

The following table provides certain information

with respect to all of our compensation plans in effect as of December 31, 2021:

Plan Category

1 unchanged sentence

Weighted Average Exercise Price of Outstanding Options, Warrants and Rights

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column(A))

Equity Compensation Plans approved by stockholders

4,097,000 (1)

1,391,525 (2)

Equity Compensation Plans not approved by stockholders

Consists of shares

subject to outstanding stock options, under the INmune Bio, Inc.

2019 Stock Incentive Plan (the “2019 Plan”) and

INmune Bio, Inc.

2017 Stock Incentive Plan (the “2017 Plan) some of which are vested and some of which remain subject

to the vesting of the respective equity award.

Consists of shares

available for future issuance under the 2019 Plan and the 2017 Plan.

As of December 31, 2020, an aggregate of 146,525

shares of common stock were available for issuance under the 2019 Plan and 68,000 shares of common stock were available for

issuance under the 2017 Plan.

other information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference.

Certain Relationships and Related Transactions, and Director Independence

information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference.

Consists of shares subject to outstanding stock options, under the INmune Bio, Inc.

2021 Stock Incentive Plan (the “2021 Plan”), the 2019 Stock Incentive Plan (the “2019 Plan”) and INmune Bio, Inc.

2017 Stock Incentive Plan (the “2017 Plan) some of which are vested and some of which remain subject to the vesting of the respective equity award.

Consists of shares available for future issuance under the 2021 Plan, 2019 Plan and the 2017 Plan.

As of December 31, 2021, an aggregate of 1,375,549 shares of common stock were available for issuance under the 2021 Plan, 7,313 shares of common stock were available for issuance under the 2019 Plan and 8,663 shares of common stock were available for issuance under the 2017 Plan.

The other information required by this item will

be set forth in the Proxy Statement and is incorporated in this report by reference.

Certain Relationships and Related

Transactions, and Director Independence

The information required by this item will be

set forth in the Proxy Statement and is incorporated in this report by reference.

Principal Accounting Fees and Services

information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference.

of Placement Agent Agreement (Incorporated by reference to Exhibit 1.1 to the Registration Statement on Form S-1/A filed with

the SEC on November 20, 2018).

The information required by this item will be

set forth in the Proxy Statement and is incorporated in this report by reference.

Description of Exhibit

Form of Placement Agent Agreement (Incorporated by reference to Exhibit 1.1 to the Registration Statement on Form S-1/A filed with the SEC on November 20, 2018).

Underwriting Agreement dated July 16, 2020 (Incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on July 16, 2020).

of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed with the SEC on

August 30, 2018).

(Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Bylaws (Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Certificate of Designations of Series A Junior Participating Preferred Stock of INmune Bio Inc.

(Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K Filed with the SEC on December 30, 2020).

of Registrant’s common stock certificate (Incorporated by reference to Exhibit 4.1 to the Registration Statement on

Form S-1/A filed with the SEC on September 26, 2018).

of Placement Agent Common Stock Warrant (Incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1/A

filed with the SEC on September 26, 2018).

Rights Agreement,

dated as of December 30, 2020 (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K

filed with the SEC on December 30, 2020).

of Subscription Agreement (Incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 filed with

the SEC on August 30, 2018).

Agreement between INmune Bio, Inc.

and Immune Ventures LLC (Incorporated by reference to Exhibit 10.2 to the Registration

Statement on Form S-1 filed with the SEC on August 30, 2018).

and Assumption Agreement with Immune Ventures LLC (Incorporated by reference to Exhibit 10.3 to the Registration Statement

on Form S-1 filed with the SEC on August 30, 2018).

License Agreement by the University of Pittsburgh of the Common Wealth system of Higher Education and Immune Ventures LLC

(Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K Filed with the SEC on December 30, 2020).

Description of Securities of INmune Bio, Inc.

Form of Registrant’s common stock certificate (Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed with the SEC on September 26, 2018).

Form of Placement Agent Common Stock Warrant (Incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1/A filed with the SEC on September 26, 2018).

Rights Agreement, dated as of December 30, 2020 (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 30, 2020).

Amendment No.

1 to the Rights Agreement between INmune Bio, Inc.

and VStock Transfer, LLC (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 21, 2021).

Form of Subscription Agreement (Incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

License Agreement between INmune Bio, Inc.

and Immune Ventures LLC (Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Assignment and Assumption Agreement with Immune Ventures LLC (Incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Exclusive License Agreement by the University of Pittsburgh of the Common Wealth system of Higher Education and Immune Ventures LLC (Incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

First Amendment to Exclusive License Agreement by and between the University of Pittsburgh of the Commonwealth system of Higher Education and Immune Ventures, LLC (Incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Material Transfer and License Agreement between Anthony Nolan Cord Blood Bank and Immune Bio International LTD.

(Incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Amendment to Exclusive License Agreement by and between the University of Pittsburgh of the Commonwealth system of Higher

Education and Immune Ventures, LLC (Incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed

with the SEC on August 30, 2018).

Transfer and License Agreement between Anthony Nolan Cord Blood Bank and Immune Bio International LTD.

(Incorporated by reference

to Exhibit 10.7 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Agreement between INmune Bio Inc.

and Raymond Tesi (Incorporated by reference to Exhibit 10.8 to the Registration Statement

on Form S-1 filed with the SEC on August 30, 2018).

Agreement between INmune Bio Inc.

and David Moss (Incorporated by reference to Exhibit 10.9 to the Registration Statement

on Form S-1 filed with the SEC on August 30, 2018).

Agreement between INmune Bio Inc.

and Mark Lowdell (Incorporated by reference to Exhibit 10.10 to the Registration Statement

on Form S-1 filed with the SEC on August 30, 2018).

2017 Stock Incentive Plan (Incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1

filed with the SEC on August 30, 2018).

of Incentive Option Agreement with employees (Incorporated by reference to Exhibit 10.12 to the Registration Statement on

Form S-1 filed with the SEC on August 30, 2018).

of Incentive Option Agreement with non-employee directors (Incorporated by reference to Exhibit 10.13 to the Registration

Statement on Form S-1 filed with the SEC on August 30, 2018).

Agreement between INmune Bio Inc.

Employment Agreement between INmune Bio Inc.

and Raymond Tesi (Incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Employment Agreement between INmune Bio Inc.

and David Moss (Incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Consulting Agreement between INmune Bio Inc.

and Mark Lowdell (Incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

INmune Bio, Inc.

2017 Stock Incentive Plan (Incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Form of Incentive Option Agreement with employees (Incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Form of Incentive Option Agreement with non-employee directors (Incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

License Agreement between INmune Bio Inc.

and Xencor, Inc.

(Incorporated by reference to Exhibit 10.15 to the Registration Statement

on Form S-1 filed with the SEC on August 30, 2018).

to the Consultancy Agreement between INmune Bio Inc.

and Mark Lowdell (Incorporated by reference to Exhibit 10.17 to the Registration

Statement on Form S-1 filed with the SEC on August 30, 2018).

Amendment to Stock Issuance Agreement (Incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-1

filed with the SEC on August 30, 2018).

of Waiver of Registration Rights.

(Incorporated by reference to Exhibit 10.21 to the Registration Statement on Form S-1/A

filed with the SEC on September 26, 2018).

of Subscription Agreement to be used in connection with the Best Efforts Offering (Incorporated by reference to the Registration

Statement on Form S-1/A filed with the SEC on September 26, 2018).

Agreement between INmune Bio Inc.

and Lincoln Park Capital Fund, LLC, dated May 15, 2019 (Incorporated by reference to Exhibit

10.1 to the Current Report on Form 8-K filed with the SEC on May 16, 2019).

Rights Agreement between INmune Bio Inc.

and Lincoln Park Capital Fund, LLC, dated May 15, 2019 (Incorporated by reference

to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on May 16, 2019).

to Securities Purchase Agreement between INmune Bio, Inc.

(Incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Amendment to the Consultancy Agreement between INmune Bio Inc.

and Mark Lowdell (Incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

First Amendment to Stock Issuance Agreement (Incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-1 filed with the SEC on August 30, 2018).

Form of Waiver of Registration Rights.

(Incorporated by reference to Exhibit 10.21 to the Registration Statement on Form S-1/A filed with the SEC on September 26, 2018).

Form of Subscription Agreement to be used in connection with the Best Efforts Offering (Incorporated by reference to the Registration Statement on Form S-1/A filed with the SEC on September 26, 2018).

Purchase Agreement between INmune Bio Inc.

and Lincoln Park Capital Fund, LLC, dated May 15, 2019 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 16, 2019).

Registration Rights Agreement between INmune Bio Inc.

and Lincoln Park Capital Fund, LLC, dated May 15, 2019 (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on May 16, 2019).

Amendment to Securities Purchase Agreement between INmune Bio, Inc.

and Raymond J.

Tesi (Incorporated by reference to Exhibit 10.1 to

the Current Report on Form 8-K filed with the SEC on May 17, 2019).

to Securities Purchase Agreement between INmune Bio, Inc.

Moss (Incorporated by reference to Exhibit 10.1 to

the Current Report on Form 8-K filed with the SEC on May 17, 2019).

between INmune Bio Inc.

Tesi (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 17, 2019).

Amendment to Securities Purchase Agreement between INmune Bio, Inc.

Moss (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 17, 2019).

Sublease between INmune Bio Inc.

and CTI-Clinical Trial Services, Inc.

(Incorporated by reference to Exhibit 99.1 to the Current Report

on Form 8-K filed with the SEC on May 24, 2019).

(Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the SEC on May 24, 2019).

Amendment No.

2 to Securities Purchase Agreement between INmune Bio, Inc.

and Raymond J.

Tesi (Incorporated by reference to Exhibit

10.3 to the Current Report on Form 8-K filed with the SEC on May 24, 2019).

Tesi (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on May 24, 2019).

INmune Bio, Inc.

2019 Stock Incentive Plan (Incorporated by reference to Exhibit 10.29 to the Form 10-K filed with the SEC on March 11, 2020).

Stock Repurchase Agreement between INmune Bio, Inc.

Powers (Incorporated by reference to Exhibit 101 to the Current

Report on Form 8-K filed with the SEC on January 27, 2020).

At-the-Market Sales Agreement, dated April 16, 2020 (Incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on April 17, 2020).

3 unchanged sentences

and Raymond J.

Tesi (attached hereto).

Tesi (incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 4, 2021).

Employment Agreement effective as of January 1, 2021 between INmune Bio Inc.

and David Moss (attached hereto).

Subsidiaries (attached hereto).

and David Moss (incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 4, 2021).

Form of Securities Purchase Agreement (incorporated by reference to the Current Report on 8-K filed with the SEC on July 15, 2021).

Form of Placement Agency Agreement (incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 15, 2021).

Lease Agreement dated September 13, 2021 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on September 15, 2021).

At-the-Market Sales Agreement, dated March 10, 2021 between the Company and BTIG, LLC (incorporated by reference to the Current Report on Form 8-K filed with the SEC on March 11, 2021).

Financial Advisory Agreement dated March 29, 2021 between the Company and National Securities Corp.

(incorporated by reference to the Current Report on Form 8-K filed with the SEC on March 29, 2021).

INmune Bio, Inc.

2021 Stock Incentive Plan (incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 3, 2021).

Option Cancellation Agreement between the Company and Xencor, Inc.

(incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 15, 2021).

First Amendment to License Agreement (incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 15, 2021).

Loan and Security Agreement (incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 15, 2021).

Warrant to purchase common stock issued to SVB Innovation Credit Fund VIII, L.P.

(incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 15, 2021).

Warrant to purchase common stock issued to Silicon Valley Bank (incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 15, 2021).

Form of nonqualified stock option agreement option agreement between the Company and non-employee directors (incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 24, 2021).

Form of incentive stock option agreement between the Company and employees (incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 24, 2021).

Securities Purchase Agreement (incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 15, 2021).

Placement Agency Agreement (incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 15, 2021).

Lease Agreement dated September 13, 2021 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on September 15, 2021).

Amendment No.

1 to Rights Agreement (incorporated by reference to the Current Report on Form 8-K filed with the SEC on December 20, 2021).

Subsidiaries (incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 4, 2021).

Consent of Marcum LLP, independent registered public accounting firm.

Certification of principal executive officer pursuant to Section 3.02 of the Sarbanes-Oxley Act of 2002.

3 unchanged sentences

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Cover Page Interactive Data File (formatted as Inline XBRL and contained

in Exhibit 101)

Form 10-K Summary

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.

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.

INMUNE BIO INC.

/s/ Raymond J.

Chief Executive

(principal executive

Chief Financial

(principal financial and accounting officer)

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.

Chief Executive Officer and Director

March 3, 2022

Chief Executive Officer

(Principal Executive Officer)

March 3, 2022

Chief Financial Officer

Treasurer, Secretary

(Principal Financial and Accounting 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 the registrant and in the capacities and

on the dates indicated.

/s/ Raymond J.

President, Chief Executive Officer and Director

(Principal Executive Officer)

March 3, 2022

Chief Financial Officer, Treasurer, Secretary

(Principal Financial and Accounting Officer)

March 3, 2022

/s/ Timothy Schroeder

Timothy Schroeder

/s/ David Szymkowski

March 3, 2022

/s/ Scott Juda, JD

Scott Juda, JD

March 3, 2022

/s/ Edgardo Baracchini

Edgardo Baracchini

March 3, 2022

/s/ Marcia Allen

March 3, 2022

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