4 unchanged sentences
Based on this evaluation, our principal executive officer and principal financial officer have concluded that these disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2023.
−Removed: Remediation of Previously Reported Material Weaknesses
−Removed: A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of our annual or interim financial statements would not be prevented or detected in a timely basis.
−Removed: As previously reported in Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, management identified material weaknesses in our internal control over financial reporting.
−Removed: The material weaknesses related to a lack of a sufficient number of qualified personnel within our accounting and IT functions who possessed an appropriate level of expertise to effectively identify, select and apply GAAP sufficiently to provide reasonable assurance that transactions were being appropriately recorded;
−Removed: and to assess risk and design appropriate control activities over information technology systems and financial and reporting processes necessary to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements.
−Removed: As part of the remediation process, we implemented additional measures including the hiring of qualified accounting and finance personnel with technical public company accounting and financial reporting assistance and the engagement of external consultants to assist us with designing, implementing, and monitoring an appropriate system of internal controls.
−Removed: We also evaluated our IT systems and related processes which enhanced our financial statement close process, reduced the number of manual journal entries, and facilitated review controls related to our significant classes of transactions.
−Removed: The applicable measures have been implemented for a sufficient period of time and management has concluded, through testing, that the enhanced controls are operating effectively, and that the material weaknesses were remediated as of December 31, 2022.
Management’s Annual Report on Internal Control Over Financial Reporting
11 unchanged sentences
Changes in Internal Control Over Financial Reporting
−Removed: Other than described above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarterly period ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: Other than described above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the annual period ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Other Information
+Added: Rule 10b5-1 Trading Plans .
+Added: During the fourth quarter of the fiscal year ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
26 unchanged sentences
Second Amended and Restated Certificate of Incorporation of AEye, Inc.
+Added: 3.2 Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation of AEye, Inc.
+Added: 3.2 05/11/2023
+Added: 3.3 Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, filed on December 26, 2023.
+Added: 3.1 12/29/2023
3.4 Amended and Restated Bylaws of AEye, Inc.
28 unchanged sentences
8-K 001-39699 10.3 05/03/2021
+Added: A mended a nd Restated AE ye , I nc .
2021 Equity Incentive Plan
−Removed: 8-K 001-39699 10.1 10/29/2021
+Added: Definitive Proxy Statement on Schedule 14A
+Added: 001-39699 Annex B
Form of Indemnification Agreement
5 unchanged sentences
10.12 Common Stock Purchase Agreement by and between AEye, Inc.
−Removed: and Tu m im Stone Capital LLC, dated December 8, 2021.
+Added: and Tumim Stone Capital LLC, dated December 8, 2021.
8-K/A 001-39699 10.1 12/15/2021
12 unchanged sentences
8-K 001-39699 10.2 09/16/2022
+Added: O ffer Letter by and between the Company and Matthew Fisch, dated January 2 0, 2023.
+Added: 10.1 02/01/2023
+Added: F orm Retenti on Agreement
+Added: 10.1 11/07/2023
+Added: 2022 Employee Stock Purchase Plan
+Added: Definitive Proxy Statement on Schedule 14A 001-39699
+Added: 2023 CEO Inducement Grant Plan
+Added: 10.3 03/22/2023
+Added: 19.1 I nsider Trading Poli cy effective as of August 3, 2023
21.1 List of Significant Subsidiaries
4 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: 97.1 A Eye, Inc.
+Added: Dodd-Frank Clawback Policy
XBRL Instance Document
10 unchanged sentences
incorporation language contained in such filing.
+Added: + Indicates a management contract or compensatory plan or arrangement.
Form 10-K Summary
3 unchanged sentences
Matthew Fisch
−Removed: Chief Executive Officer and Director
+Added: Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
−Removed: /s/ Robert Brown
+Added: /s/ Conor Tierney
+Added: Conor Tierney
Chief Financial Officer and Treasurer
1 unchanged sentence
POWER OF ATTORNEY
−Removed: By signing this Annual Report on Form 10-K below, I hereby appoint each of Matthew Fisch and Robert Brown as my attorney-in-fact to sign all amendments to this Form 10-K on my behalf, and to file this Form 10-K (including all exhibits and other documents related to the Form 10-K) with the Securities and Exchange Commission.
+Added: By signing this Annual Report on Form 10-K below, I hereby appoint each of Matthew Fisch and Conor Tierney as my attorney-in-fact to sign all amendments to this Form 10-K on my behalf, and to file this Form 10-K (including all exhibits and other documents related to the Form 10-K) with the Securities and Exchange Commission.
I authorize each of my attorneys-in-fact to (1) appoint a substitute attorney-in-fact for himself and (2) perform any actions that he believes are necessary or appropriate to carry out the intention and purpose of this Power of Attorney.
3 unchanged sentences
Matthew Fisch
−Removed: Chief Executive Officer and Director
+Added: Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
March 26, 2024
−Removed: /s/ Robert Brown
+Added: /s/ Conor Tierney
+Added: Conor Tierney
Chief Financial Officer and Treasurer
1 unchanged sentence
March 26, 2024
−Removed: /s/ Carol DiBattiste
−Removed: Carol DiBattiste
−Removed: Chair of the Board
−Removed: March 15, 2023
/s/ Timothy J.
March 26, 2024
−Removed: Chief Technology Officer and Director
March 26, 2024
2 unchanged sentences
March 26, 2024
+Added: /s/ Jonathon B.
March 26, 2024
1 unchanged sentence
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.