What changed in this filing

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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-29 · 47 added, 27 removed, 173 unchanged (30% of the section changed)

9 unchanged sentences

Our management used the Committee of Sponsoring Organizations of the Treadway Commission’s Internal Control - Integrated Framework (2013), or the COSO framework, to evaluate the effectiveness of internal control over financial reporting.

Management believes that the COSO framework is a suitable framework for its evaluation of financial

reporting because it is free from bias, permits reasonably consistent qualitative and quantitative measurements of our internal control over financial reporting, is sufficiently complete so that those relevant factors that would alter a conclusion about the effectiveness of our internal control over financial reporting are not omitted and is relevant to an evaluation of internal control over financial reporting.

Management believes that the COSO framework is a suitable framework for its evaluation of financial reporting because it is free from bias, permits reasonably consistent qualitative and quantitative measurements of our internal control over financial reporting, is sufficiently complete so that those relevant factors that would alter a conclusion about the effectiveness of our internal control over financial reporting are not omitted and is relevant to an evaluation of internal control over financial reporting.

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2024, and has concluded that such internal control over financial reporting was effective.

7 unchanged sentences

Other Informatio n

Executive Employment Agreement

On February 26, 2025, we entered into an Executive Employment Agreement with our Chief Financial Officer, William Cooper (Executive Employment Agreement), which amends and restates Mr.

Cooper’s offer letter with us dated November 12, 2024.

Pursuant to the terms of the Executive Employment Agreement, in the event that we terminate Mr.

Cooper’s employment without Cause (as defined in the Executive Employment Agreement) or he resigns for Good Reason (as defined in the Executive Employment Agreement), then Mr.

Cooper will be entitled to the following severance benefits:

(a) continuation payments over a 12 month severance period of his 12 month base salary;

(b) continued coverage under COBRA with us paying the premiums, including coverage for eligible dependents, for up to 12 months, or until he becomes eligible for group health insurance coverage through a new employer or he ceases to be eligible for COBRA;

and (c) the equity awards that would have vested in the 12 month period following his separation from service shall be deemed immediately vested and exercisable as of his last day of employment.

These severance

benefits are subject to Mr.

Cooper signing a separation agreement and release of claims.

All other terms of Mr.

Cooper’s current employment agreement remain substantially the same.

The foregoing description of the Executive Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Executive Employment Agreement, which is attached hereto as Exhibit 10.30 to this Annual Report on Form 10-K and is incorporated herein by reference in its entirety.

Trading Arrangements of Directors and Executive Officers

None of our directors or executive officers adopted , modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined under Item 408(a) of Regulation S-K) during the quarter ended December 31, 2023.

Election of a Director.

On February 26, 2024, Douglas Mitchell was elected as a member of our board of directors.

Mitchell was appointed to serve on our Nominating and Corporate Governance Committee, effective immediately.

There is no arrangement or understanding between Mr.

Mitchell and any other person pursuant to which he was selected as a director.

Mitchell does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

We will enter into our standard indemnification and standard non-disclosure agreement with Mr.

Mitchell will participate in our non-employee director compensation program.

In connection with Mr.

Mitchell’s election to our board of directors, Mr.

Mitchell will be granted an initial RSU award with a grant value of $250,000, which will vest 50% on each of the first and second anniversary from the date of grant.

Mitchell will also receive an annual cash retainer of $55,000 for his service on our board of directors.

During the fiscal quarter ended December 31, 2024, no Section 16 officer or director adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule10b5-1 trading arrangement” (as each defined in Item 408 of Regulation S-K of the Exchange Act), except as set forth in the table below.

Trading Arrangement (1)

Total Shares of Common Stock to be Sold (2)

Duration of Trading Arrangement (3)

Sanjeev Aggarwal , Chief Executive Officer

Rule 10b5-1 Trading Arrangement

Up to 100,000

(1) Except as indicated by a footnote, each trading arrangement marked as “Rule 10b5-1 Trading Arrangement” is a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, as amended.

(2) The number of shares to be sold under each trading arrangement represents the maximum actual number of shares issuable under the applicable stock awards.

The actual number of shares to be sold under each trading arrangement will depend on the achievement of applicable conditions under the stock awards and the number of shares withheld to satisfy tax obligations upon the vesting of the awards.

(3) Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all sales or (b) the date listed in the table.

Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permitted or only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

5 unchanged sentences

In addition, we intend to promptly disclose (1) the nature of any substantive amendment to our Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and (2) the nature of any waiver, including an implicit waiver, from a provision of our code of ethics that is granted to one of these specified officers, the name of such person who is granted the waiver and the date of the waiver, on our website in the future.

We have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees that is designed to promote compliance with insider trading laws, rules and regulations, as well as procedures designed to further the foregoing purposes.

In addition, it is our intent to comply with applicable laws and regulations relating to trading in our securities.

A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

Executive Compensatio n

12 unchanged sentences

All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

The following exhibits, as required by Item 601 of Regulation S-K are attached or incorporated by reference as stated below.

EXHIBIT INDEX

6 unchanged sentences

Form of Common Stock Certificate of the registrant.

Amended and Restated Warrant to Purchase Common Stock, dated as of August 5, 2019, between the registrant and Silicon Valley Bank.

W arrant to Purchase Common Stock, dated as of July 15, 2020, between the registrant and Silicon Valley Bank.

Description of Common Stock.

32 unchanged sentences

(formerly Freescale Semiconductor, Inc.) .

Amended and Restated Loan and Security Agreement, dated as of August 5, 2019, between the registrant and Silicon Valley Bank.

First Amendment to Amended and Restated Loan and Security Agreement, dated as of July 15, 2020, by and between the registrant and Silicon Valley Bank.

Second Amendment to Amended and Restated Loan and Security Agreement, dated as of July 28, 2021, by and between the registrant and Silicon Valley Bank.

Third Amendment to Amended and Restated Loan and Security Agreement, dated as of July 22, 2022, by and between the registrant and Silicon Valley Bank

Commercial Industrial Lease Agreement, dated as of May 18, 2012 by and between the registrant and Principal Life Insurance Company.

33 unchanged sentences

First Amendment to Executive Employment Agreement, effective as of March 14, 2022, by and between the registrant and Anuj Aggarwal.

Executive Severance and Change in Control Plan.

Amended and Restated Executive Severance and Change in Control Plan.

Restricted Stock Unit Grants to Executive Chairman, CEO and CFO .

Offer Letter, dated July 10, 2018, by and between the registrant and David Schrenk.

Offer Letter, dated July 16, 2024, by and between the registrant and Matthew Tenorio.

Separation Letter, dated July 17, 2024, by and between the registrant and Anuj Aggarwal.

Joint Development Agreement, dated August 8, 2024, by and between the registrant and Frontgrade Colorado Springs LLC.

Offer Letter, dated November 12, 2024, by and between the registrant and William Cooper.

Executive Employment Agreement , dated February 26, 2025, by and between the registrant and William Cooper.

Insider Trading and Trading Window Policy

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

17 unchanged sentences

Portions of the exhibit, marked by brackets, have been omitted because the omitted information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed.

Portions of the exhibit have been omitted pursuant to Item 601(b) of Regulation S-K because the omitted information is (a) not material and (b) the type of information that the Registrant both customarily and actually treats as private and confidential.

In addition, certain exhibits and schedules to the exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

Indicates a management contract or compensatory plan.

9 unchanged sentences

(Principal Executive Officer )

/s/ Anuj Aggarwal

Anuj Aggarwal

/s/ William Cooper

William Cooper

Chief Financial Officer

(Principal Financial and Accounting Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sanjeev Aggarwal and Anuj Aggarwal, and each of them, as his true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him and in his name, place or stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, 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 and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his 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 Sanjeev Aggarwal and William Cooper, and each of them, as his true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him and in his name, place or stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, 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 and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his 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, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

4 unchanged sentences

(Principal Executive Officer)

/s/ Anuj Aggarwal

/s/ William Cooper

Chief Financial Officer

February 27, 2025

Anuj Aggarwal

William Cooper

(Principal Financial and Accounting Officer)

13 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.

What changed 10-K

Item 9A. Controls and Procedures