1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Our management, including our chief executive officer and chief financial officer, have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2022 and based on this evaluation, have concluded that, as a result of the material weaknesses in internal control over financial reporting as described below, our disclosure controls and procedures were not effective as of December 31, 2022.
−Removed: Under Rule 13a-15(e), the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer 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.
−Removed: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
−Removed: Material Weaknesses in Internal Control over Financial Reporting
−Removed: Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).
−Removed: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
−Removed: A company’s internal control over financial reporting includes those policies and procedures that:
−Removed: • Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
−Removed: • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
−Removed: • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
+Added: Our management, including our chief executive officer and chief financial officer, have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2023.
+Added: Based on that evaluation, our management, including our chief executive and chief financial officer, concluded that as of December 31, 2023, our disclosure controls and procedures were effective to provide a reasonable assurance that the information required to be disclosed by us in this Annual Report on Form 10-K was reported within the time periods specified by SEC rules and regulations, and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding the required disclosures.
+Added: Management’s Annual Report on Internal Control over Financial Reporting
+Added: Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act).
+Added: Management assessed the effectiveness of its internal control over financial reporting as of December 31, 2023.
+Added: In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the Internal Control-Integrated Framework (2013), or the COSO Report.
+Added: Based on this assessment, management concluded that our internal control over financial reporting is effective as of December 31,, 2023.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: Under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, we conducted an assessment of our internal control over financial reporting as of December 31, 2022.
−Removed: As a result of this evaluation, management identified the following material weaknesses in internal control, which continue to exist as of December 31, 2022:
−Removed: Management concluded that we lack a sufficient number of trained professionals with technical accounting expertise to identify, evaluate, value and account for complex and non-routine transactions, including revenue and stock-based compensation.
−Removed: We also found we have insufficient accounting resources to maintain appropriate segregation of duties, including to ensure journal entries are reviewed by personnel independent of the preparer.
−Removed: As a result, we performed additional analysis we deemed necessary to ensure that our financial statements were prepared in accordance with U.S.
−Removed: generally accepted accounting principles.
−Removed: While these material weaknesses did not result in material misstatements of the Company’s financial statements as of and for the year ended December 31, 2022, these material weaknesses create a reasonable possibility that a material misstatement of account balances or disclosures in our consolidated financial statements may not be prevented or detected in a timely manner.
−Removed: Accordingly, the Company concluded that the deficiencies represent material weaknesses in its internal control over financial reporting and that internal control over financial reporting was not effective as of December 31, 2022.
−Removed: This annual report does not include an attestation report of our independent registered public accounting firm, Deloitte & Touche LLP, under the transitional rules of the Securities and Exchange Commission applicable to emerging growth companies.
−Removed: Management’s Remediation Plan
−Removed: The Company’s remediation efforts are ongoing, and it will continue its initiatives to implement and document policies and procedures and strengthen the Company’s internal control environment.
−Removed: Remediation of the identified material weaknesses and strengthening the Company’s internal control environment will require a substantial effort throughout 2023.
−Removed: The material weaknesses cannot be considered completely remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
−Removed: In addition, it is possible that certain controls the Company plans to implement in 2023 will not have operated for a sufficient period of time in 2023 to test their operating effectiveness as part of the Company’s evaluation of internal control over financial reporting as of December 31, 2023 and may extend to the following year.
−Removed: To remediate the material weaknesses described above, the Company is pursuing the following remediation steps:
−Removed: • The Company has added a SEC reporting manager to the accounting team with technical accounting experience.
−Removed: • The Company has outsourced complex technical accounting matters to an external third party to provide assistance to the Company when such accounting matters arise.
−Removed: • The Company has identified a system generated report from its accounting system that identifies if edits were made to journal entries and posted without review.
−Removed: On at least a quarterly basis, management will review this report to ensure journal entries are valid.
+Added: Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
+Added: Moss Adams LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Report on Form 10-K and, as part of its audit, has issued an attestation report, included herein, on the effectiveness of our internal control over financial reporting.
+Added: Material Weaknesses
+Added: As disclosed in our annual report on Form 10-K for the year ended December 31, 2022, management concluded that a material weakness existed in our internal control over financial reporting.
+Added: Specifically we determined that due to a lack of sufficient number of trained professional with technical accounting expertise to identify, evaluate, value and account for complex and non-routine transactions, including revenue and stock-based compensation.
+Added: We also found we have insufficient accounting resources to maintain appropriate segregation of duties, including to ensure journal entries are reviewed by personnel independent of the preparer during our year ended December 31, 2022.
+Added: During the twelve months ended December 31, 2023, management has evaluated the design and operating effectiveness of internal controls over financial reporting and has taken the following steps to remediate the identified material weaknesses:
+Added: • Management has added a SEC reporting manager, a staff accountant and two accounts payable accountant.
+Added: • For complex transactions and to the extent there is a lack of knowledge within the current accounting team, management engaged external professional firms to assist with the applicable transactions as they arise.
+Added: • Management hired a consulting firm to act as the Company’s co-sourced internal audit department and assist with the Company’s SOX 404(b) requirements.
+Added: • As part of the Company’s SOX 404(b) requirements, management has identified and implemented additional internal controls to mitigate the material weaknesses identified from the prior year.
+Added: During the twelve months ended December 31, 2023, management tested the remediated controls related to the material weakness described above for a sufficient period of time, and management has concluded, through testing, that as of December 31, 2023, these controls were operating effectively.
+Added: Therefore, management has concluded that the material weaknesses previously identified in the Company’s internal control over financial reporting has been remediated at December 31, 2023.
+Added: Regardless of the previously identified and now remediated material weaknesses, management has concluded that the Company’s consolidated financial statements included in this annual report on Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows as of the date, and for the periods presented, in conformity with U.S.
Changes in Internal Control Over Financial Reporting
−Removed: On August 15, 2022, we acquired GeneSiC and, as a result, we have completed integrating certain processes, systems and controls relating to GeneSiC into our existing system of internal control over financial reporting in accordance
−Removed: with our integration plans as of December 31, 2022.
−Removed: Except for certain processes, systems and controls relating to the integration of GeneSiC, during the year ended December 31, 2022, there were no significant changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
−Removed: As described above under “Management's Remediation Plan”, we are taking actions to remediate the material weaknesses in our internal control over financial reporting.
−Removed: Except as described above, there were no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no significant changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), except as discussed above, that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
Other Information.
−Removed: Announcement of 2023 Annual Stockholders’ Meeting Date and Related Information
−Removed: Our 2023 annual meeting of stockholders is scheduled to be held on Thursday, June 8, 2023, at 9:30 a.m., at our principal executive offices located at 3520 Challenger Street, Torrance, California 90503.
−Removed: The record date for determining stockholders entitled to notice of the meeting, and to vote on proposals to come before the meeting, is April 17, 2023.
−Removed: This announcement does not constitute a notice of a meeting of stockholders for purposes of Delaware law or under our bylaws, nor is this announcement a solicitation of proxies for the meeting.
−Removed: We expect to begin mailing the Notice of Meeting and a Notice of Internet Availability of Proxy Materials to eligible stockholders on or about April 27, 2023, which will contain instructions on how to access the proxy statement and related materials for the meeting.
−Removed: Stockholders should be aware of the following applicable deadlines in connection with the meeting.
−Removed: Proposals Governed by Rule 14a-8 Under the Exchange Act.
−Removed: Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the 2023 annual meeting is being held more than 30 days before the first anniversary of the 2022 annual meeting, any proposal that a stockholder intends to be presented at the 2023 annual meeting via the company’s proxy statement and form of proxy must be received by our corporate secretary at our principal executive offices at the address below no later than a reasonable time before we begin to print and send proxy materials for the 2023 meeting.
−Removed: In connection with the 2023 annual meeting, we expect to file a proxy statement with the SEC and begin mailing a Notice of Internet Availability of Proxy Materials to eligible stockholders on or about April 27, 2023.
−Removed: Stockholder proposals received after the deadline will be considered untimely under Rule 14a-8.
−Removed: Stockholder Nominations of Candidates for Director and Other Business .
−Removed: If a stockholder desires to bring before the 2023 annual meeting a director nomination or other matter that is not the subject of a proposal meeting the requirements of Rule 14a-8 for inclusion in the company’s 2023 proxy statement, the stockholder must follow procedures outlined in our bylaws in order to personally present the proposal at the meeting.
−Removed: One of the procedural requirements is providing timely notice in writing of the director nomination or other business the stockholder proposes to bring before the meeting.
−Removed: Since our 2023 annual meeting is being held more than 30 days before the first anniversary of the date of the 2022 annual meeting, to be timely the written notice must be received no later than the close of business on the 10th calendar day following the date of this announcement.
−Removed: In addition, to comply with the “universal proxy rules” recently promulgated by the SEC, stockholders who intend to solicit proxies in support of director nominees other than the company’s nominees for election at the 2023 annual meeting must provide notice to the company at the address below, setting forth the information required by Rule 14a-19 under the Exchange Act, no later than the 10th calendar day following the date of this announcement.
−Removed: We reserve the right to decline to include in our proxy materials any stockholder’s proposal that does not comply with the rules of the SEC.
−Removed: Our bylaws are included as Exhibit 3.2 to this annual report on Form 10-K.
−Removed: We will furnish paper copies
−Removed: of the applicable bylaw provisions that set forth the requirements for a stockholder’s written notice, upon written request to the corporate secretary at the address below, or by telephoning (844) 654-2642.
−Removed: The address of the corporate secretary is:
−Removed: Navitas Semiconductor Corporation
−Removed: 3520 Challenger Street
−Removed: Torrance, CA 90503-1640
−Removed: Corporate Secretary
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
53 unchanged sentences
8-K 001-39755 10.3 12/8/2020
−Removed: 10.8 Administrative Support Agreement, dated December 2, 2020, between Live Oak Acquisition Corp.
−Removed: II and Live Oak Sponsor Partners II, LLC
−Removed: 8-K 001-39755 10.5 12/8/2020
−Removed: 10.9 Promissory Note, dated August 12, 2020, issued to Live Oak Sponsor Partners II, LLC
−Removed: S-1 333-249854 10.2 11/4/2020
Form of Indemnification Agreement
8-K 001-39755 10.4 10/25/2021
−Removed: 10.11 Shareholder Tender and Support Agreement, dated as of May 6, 2021, among Live Oak Acquisition Corp.
−Removed: II, Legacy Navitas and c ertain e quity holders of L egacy Navitas
−Removed: 8-K 001-39755 10.1 5/7/2021
Lock-Up Agreement (Management) , dated as of May 6, 2021, among Live Oak Acquisition Corp.
4 unchanged sentences
8-K 001-39755 10.3 5/7/2021
−Removed: Incorporated by Reference
−Removed: Exhibit Description Form File No.
−Removed: Exhibit Filing Date
Lock-Up Agreement (Non-Management) , dated as of May 6, 2021, among Live Oak Acquisition Corp.
4 unchanged sentences
8-K 001-39755 10.1 12/8/2020
−Removed: 10.16 Investment Management Trust Agreement, dated December 2, 2020, between Live Oak Acquisition Corp.
−Removed: II and Continental Stock Transfer & Trust Company, as trustee
−Removed: 8-K 001-39755 10.2 12/8/2020
Sponsor Letter Agreement, dated May 6, 2021, between Live Oak Acquisition Corp.
1 unchanged sentence
8-K 001-39755 10.5 5/7/2021
−Removed: 10.18† Form of Indemnity Agreement
−Removed: S-1/A 333-249854 10.8 11/18/2020
+Added: Incorporated by Reference
+Added: Exhibit Description Form File No.
+Added: Exhibit Filing Date
Amendment to Letter Agreement, dated May 6, 2021.
8 unchanged sentences
8-K 001-39755 10.2 10/25/2021
−Removed: 10.23 Backstop Agreement, dated as of August 20, 2021, among Live Oak Acquisition Corp.
−Removed: II , Live Oak Sponsor Partners II, LLC and Encompass Capital Advisors LLC
−Removed: S-4/A 333-256880 10.17 8/23/2021
−Removed: 10.24 Form of PIPE Subscription Agreement
−Removed: 8-K 001-39755 10.6 5/7/2021
Sponsor Letter Agreement, dated October 6, 2021, among Live Oak Sponsor Partners II, LLC, Live Oak Acquisition Corp.
1 unchanged sentence
8-K 001-39755 10.3 10/7/2021
−Removed: 10.26 Forward Purchase Agreement, dated October 6, 2021, between ACM AART VII A LLC and Live Oak Acquisition Corp.
−Removed: 8-K 001-39755 10.2 10/7/2021
Stock Repurchase Agreement, dated March 4, 2022, between Todd Glickman and Navitas Semiconductor Corporation
4 unchanged sentences
10-Q 001-39755 10.1 11/14/2022
+Added: Employment Offer Letter, dated August 15, 2022, among Navitas Semiconductor Corporation, Navitas Semiconductor USA, Inc.
+Added: and Ranbir Singh
Navitas Semiconductor 2022 Employee Stock Purchase Plan
−Removed: 10-Q 001-39755 10.2 11/14/2022
+Added: N avitas Semiconductor Executive Severan ce Pla n
+Added: E mployment O ffer L e tter , dated December 1, 2023, between Navitas Semiconductor USA, I nc.
+Added: and Janet Chou
+Added: L etter Agreement, dated January 9, 2 024, among Navitas Semicon ductor USA, In c., Navitas Semiconductor C orporatio n and Ro n Shelton
+Added: I nsider Trading Policy
+Added: Equity Grant Policy and Procedures
21.1* List of Subsidiaries
+Added: C onsent of Moss Adams LLP
Consent of Deloitte & Touche LLP
3 unchanged sentences
32.1** Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.
−Removed: Incorporated by Reference
−Removed: Exhibit Description Form File No.
−Removed: Exhibit Filing Date
+Added: Navitas Semiconductor Dodd-Frank Clawback Policy
101.SCH* XBRL Taxonomy Extension Schema Document
2 unchanged sentences
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
+Added: Incorporated by Reference
+Added: Exhibit Description Form File No.
+Added: Exhibit Filing Date
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
8 unchanged sentences
President and Chief Executive Officer
−Removed: April 3, 2023
+Added: March 6, 2024
Each person whose signature appears below constitutes and appoints Ron Shelton and Paul D.
6 unchanged sentences
(principal executive officer)
−Removed: April 3, 2023
+Added: March 6, 2024
/s/ Ron Shelton
1 unchanged sentence
(principal financial and accounting officer)
−Removed: April 3, 2023
+Added: March 6, 2024
/s/ Daniel Kinzer
Daniel Kinzer
−Removed: Chief Operating Officer, Chief Technology Officer and Director April 3, 2023
+Added: Chief Operating Officer, Chief Technology Officer and Director March 6, 2024
/s/ Richard J.
−Removed: Director April 3, 2023
+Added: Director March 6, 2024
/s/ Brian Long
−Removed: Director April 3, 2023
+Added: Director March 6, 2024
/s/ David Moxam
−Removed: Director April 3, 2023
+Added: Director March 6, 2024
/s/ Dipender Saluja
Dipender Saluja
−Removed: Director April 3, 2023
+Added: Director March 6, 2024
Wunderlich, Jr.
Wunderlich, Jr.
−Removed: Director April 3, 2023
+Added: Director March 6, 2024
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.