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What changed 10-K

Item 5. Market for Registrant’s Common Equity

2024-02-28 compared with 2023-03-01 · 15 added, 9 removed, 28 unchanged (46% of the section changed)

12 unchanged sentences

Unregistered Sales of Equity Securities in connection with Strategic Transactions

On June 29, 2020, in connection with the company’s minority investment in Bluezone Products, Inc.

(“Bluezone”), the company issued 46,365 unregistered shares of the company’s common stock to a certain stockholder of Bluezone (“Bluezone Stockholder”) in exchange for 36,764 shares of series A preferred stock of Bluezone.

The shares of company common stock were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended ("Securities Act").

The company relied on such exemption based in part upon representations made by the Bluezone Stockholder, including its status as an accredited investor, as such term is defined in Rule 501 of the Securities Act.

On December 23, 2020, in connection with the company’s purchase of assets from Appliance Innovation, Inc.

("Appliance"), the company issued 93,392 unregistered shares of the company’s common stock to Appliance.

On January 24, 2023, in connection with the company’s purchase of all of the capital stock of Flavor Burst Co., LLP (“Flavor Burst”), the company issued 6,956 unregistered shares of the company’s common stock to Flavor Burst.

The shares of company common stock were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.

The company relied on such exemption based in part upon representations made by Appliance, including its status as an accredited investor, as such term is defined in Rule 501 of the Securities Act.

On December 27, 2021, in connection with the company’s purchase of all of the capital stock of Masterbuilt Holdings, LLC ("Kamado Joe and Masterbuilt"), the company issued 12,921 unregistered shares of the company’s common stock to Kamado Joe and Masterbuilt.

The company relied on such exemption based in part upon representations made by Flavor Burst, including its status as an accredited investor, as such term is defined in Rule 501 of the Securities Act.

On January 26, 2023, in connection with the company’s purchase of assets from Appliance Innovation, Inc ("Appliance"), the company issued 27,395 unregistered shares of the company’s common stock to Appliance.

The shares of company common stock were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.

The company relied on such exemption based in part upon representations made by Kamado Joe and Masterbuilt, including its status as an accredited investor, as such term is defined in Rule 501 of the Securities Act.

The company relied on such exemption based in part upon representations made by API, including its status as an accredited investor, as such term is defined in Rule 501 of the Securities Act.

On April 3, 2023, in connection with the company’s purchase of all of the capital stock of Blue Sparq, Inc.

(“Blue Sparq”), the company issued 10,231 unregistered shares of the company’s common stock to Blue Sparq.

The shares of company common stock were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.

The company relied on such exemption based in part upon representations made by Blue Sparq, including its status as an accredited investor, as such term is defined in Rule 501 of the Securities Act.

On June 13, 2023, in connection with the company’s purchase of all of the capital stock of Filtration Automation, Inc.

(“Filtration Automation”), the company issued 49,916 unregistered shares of the company’s common stock to Filtration Automation.

The shares of company common stock were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.

The company relied on such exemption based in part upon representations made by Filtration Automation, including its status as an accredited investor, as such term is defined in Rule 501 of the Securities Act.

On July 31, 2023, in connection with the company’s purchase of all of the capital stock of Trade-Wind Manufacturing, LLC (“Trade-Wind”), the company issued 39,573 unregistered shares of the company’s common stock to Trade-Wind.

The shares of company common stock were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.

The company relied on such exemption based in part upon representations made by Trade-Wind, including its status as an accredited investor, as such term is defined in Rule 501 of the Securities Act.

Issuer Purchases of Equity Securities

12 unchanged sentences

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.