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Item 9A. Controls and Procedures

2022-03-14 compared with 2021-03-08 · 73 added, 73 removed, 110 unchanged (57% of the section changed)

9A – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

(a) Evaluation

of Disclosure Controls and Procedures.

evaluated, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness

of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities

Exchange Act of 1934 (“Exchange Act”), as amended, as of December 31, 2020, the end of the period covered by this

report on Form 10-K.

Based on this evaluation, our Chief Executive Officer (principal executive officer) and Chief Financial Officer

(principal financial officer) have concluded that our disclosure controls and procedures were effective as of December 31, 2020.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that

we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified

in the SEC’s rules and forms and (ii) is accumulated and communicated to management, including the chief executive officer

and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Management’s Report on Internal Control Over Financial Reporting.

Exchange Act of 1934 (“Exchange Act”), as amended, as of December 31, 2021, the end of the period covered by this report

on Form 10-K.

Based on this evaluation, our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal

financial officer) have concluded that our disclosure controls and procedures were effective as of December 31, 2021.

Disclosure controls

and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the

Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms

and (ii) is accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate,

to allow timely decisions regarding required disclosures.

(b) Management’s

Report on Internal Control Over Financial Reporting.

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control

over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act and is a process designed

by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors,

management and other personnel, 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 and includes those policies

and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of

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 our management and directors;

Internal control over

financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act and is a process designed by, or under

the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other

personnel, 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 and includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

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 our management and directors;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s

1 unchanged sentence

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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.

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.

management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021.

In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations

(COSO) in Internal Control-Integrated Framework (2013) .

on the assessment, management has concluded that the Company maintained effective internal control over financial reporting as

of December 31, 2020 based on criteria in the Internal Control-Integrated Framework (2013) issued by COSO.

this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations (COSO) in Internal

Control-Integrated Framework (2013) .

on the assessment, management has concluded that the Company maintained effective internal control over financial reporting as of December

31, 2021 based on criteria in the Internal Control-Integrated Framework (2013) issued by COSO.

Company’s independent registered public accounting firm, RSM US LLP, audited the effectiveness of the Company’s internal

control over financial reporting as of December 31, 2021.

RSM US LLP’s report on the effectiveness of the Company’s

internal control over financial reporting as of December 31, 2020 is included herein on page 37.

RSM US LLP’s report on the effectiveness of the Company’s internal

control over financial reporting as of December 31, 2021, is included herein on page 32.

Changes in Internal Control over Financial Reporting.

were no changes on our internal control over financial reporting during the most recent quarter ended December 31, 2020, that

have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

were no changes on our internal control over financial reporting during the most recent quarter ended December 31, 2021, that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

9B – OTHER INFORMATION

2 unchanged sentences

10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

regarding directors of the Company will be set forth in the 2021 Proxy Statement, under the caption “Current Directors and

Nominees for Election – Background Information”, and to the extent required and except as set forth therein, is incorporated

herein by reference.

regarding executive officers of the Company will be set forth under the caption “Executive Officers” in the 2021 Proxy

Statement, and to the extent required and except as set forth therein, incorporated herein by reference.

regarding the Company’s Audit Committee and its “Audit Committee Financial Expert” will be set forth in the

2021 Proxy Statement, under the caption “Board Committees”, and incorporated herein by reference.

Information concerning

any delinquent filings under Section 16(a) of the Securities Exchange Act of 1934 will be set forth in the Company’s proxy

statement also, under the Caption “Delinquent Section 16(a) Reports” incorporated herein by reference.

Company has adopted a Code of Business Ethics (“Code”) applicable to its principal executive officer and principal

financial officer, its directors and all other employees generally.

A copy of the Code may be found at the Company’s website

www.omegaflex.com.

Any changes to or waivers from this Code will be disclosed on the Company’s website as well as in appropriate

filings with the Securities and Exchange Commission.

regarding directors of the Company will be set forth in the 2022 Proxy Statement, under the caption “Current Directors and Nominees

for Election – Background Information”, and to the extent required and except as set forth therein, is incorporated herein

by reference.

regarding executive officers of the Company will be set forth under the caption “Executive Officers” in the 2022 Proxy Statement,

and to the extent required and except as set forth therein, incorporated herein by reference.

regarding the Company’s Audit Committee and its “Audit Committee Financial Expert” will be set forth in the 2022 Proxy

Statement, under the caption “Board Committees”, and incorporated herein by reference.

Information concerning any delinquent

filings under Section 16(a) of the Securities Exchange Act of 1934 will be set forth in the Company’s proxy statement also, under

the Caption “Delinquent Section 16(a) Reports” incorporated herein by reference.

Company has adopted a Code of Business Ethics (“Code”) applicable to its principal executive officer and principal financial

officer, its directors and all other employees generally.

A copy of the Code may be found at the Company’s website www.omegaflex.com.

Any changes to or waivers from this Code will be disclosed on the Company’s website as well as in appropriate filings with the

Securities and Exchange Commission.

11 - EXECUTIVE COMPENSATION

required by Item 11 will be set forth in the 2021 Proxy Statement, under the caption “Executive Compensation” and

to the extent required and except as set forth therein, is incorporated herein by reference.

report of the Compensation Committee of the Board of Directors of the Company shall not be deemed incorporated by reference by

any general statement incorporating by reference the proxy statement into any filing under the Securities Exchange Act of 1934,

and shall not otherwise be deemed filed under such Act.

required by Item 11 will be set forth in the 2022 Proxy Statement, under the caption “Executive Compensation” and to the

extent required and except as set forth therein, is incorporated herein by reference.

report of the Compensation Committee of the Board of Directors of the Company shall not be deemed incorporated by reference by any general

statement incorporating by reference the proxy statement into any filing under the Securities Exchange Act of 1934, and shall not otherwise

be deemed filed under such Act.

12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

2 unchanged sentences

13 - CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE

required by Item 13 will be set forth in the 2021 Proxy Statement, under the caption “Certain Relationships and Related

Party Transactions” and to the extent required and except as set forth therein, is incorporated herein by reference.

required by Item 13 will be set forth in the 2022 Proxy Statement, under the caption “Certain Relationships and Related Party Transactions”

and to the extent required and except as set forth therein, is incorporated herein by reference.

14 – PRINCIPAL ACCOUNTING FEES AND SERVICES

6 unchanged sentences

See Index to Consolidated Financial Statements on page 29.

documents followed by a parenthetical notation are incorporated herein by reference to previous filings with the Securities and

Exchange Commission, under Commission File No.

documents followed by a parenthetical notation are incorporated herein by reference to previous filings with the Securities and Exchange

Commission, under Commission File No.

000-51372, as set forth below.

24 unchanged sentences

and Santander Bank, N.A., (as successor in interest to Sovereign Bank, N.A.)

Executive Salary Continuation Agreement

Phantom Stock Plan dated December 11, 2006.

3 unchanged sentences

and its directors, officers and employees.

Schedule of Phantom Stock Agreements between Omega Flex, Inc.

and its directors and executive officers as of December 31, 2020.

of Phantom Stock Agreements between Omega Flex, Inc.

and its directors and officers as of December 31, 2021.

Form of Non-Employee Director Restricted Stock Unit Award Agreement entered into between Omega Flex, Inc.

and certain non-employee directors.

Form of Change of Control Agreement entered into between Omega Flex, Inc.

and certain executive officers.

Schedule of Change of Control Agreements between Omega Flex, Inc.

and certain executive officers as of December 31, 2020.

of Change of Control Agreement entered into between Omega Flex, Inc.

and certain officers and employees.

of Change of Control Agreements between Omega Flex, Inc.

and certain officers and employees as of December 31, 2021.

List of Subsidiaries

7 unchanged sentences

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within

the Inline XBRL document)

Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the

Inline XBRL document)

Taxonomy Extension Schema Document

Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Calculation Linkbase Document

Taxonomy Extension Definition Linkbase Document

Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

Taxonomy Extension Presentation Linkbase Document

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as an Exhibit to the Current Report on Form 8-K filed December 29, 2014.

as an Exhibit to the Annual Report on Form 10-K filed March 31, 2006.

as an Exhibit to the Annual Report on Form 10-K filed April 2, 2007.

2 unchanged sentences

16 – Form 10-K Summary

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report be signed

on its behalf by the undersigned, thereunto duly authorized.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report be signed on

its behalf by the undersigned, thereunto duly authorized.

OMEGA FLEX, INC.

March 14, 2022

2 unchanged sentences

March 14, 2022

Kane, Vice President Finance,

Unger, Vice President Finance,

Financial Officer (Principal Financial Officer)

March 14, 2022

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.

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.

March 14, 2022

16 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