What changed in this filing

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Item 9A. Controls and Procedures

2024-03-11 compared with 2023-03-10 · 35 added, 41 removed, 147 unchanged (34% of the section changed)

21 unchanged sentences

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

assets that could have a material effect on the financial statements.

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 assets that could have a material effect on the

financial statements.

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

10 unchanged sentences

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

control over financial reporting as of December 31, 2022, is included herein on page 35.

control over financial reporting as of December 31, 2023, is included in this annual report.

Changes in Internal Control over Financial Reporting.

6 unchanged sentences

10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

regarding directors of the Company will be set forth in the 2023 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 2023 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 2023 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.

required by this Item is incorporated by reference to the 2024 Proxy Statement.

Company has adopted a Code of Business Conduct and 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.

2 unchanged sentences

11 - EXECUTIVE COMPENSATION

required by Item 11 will be set forth in the 2023 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 this Item is incorporated by reference to the 2024 Proxy Statement.

12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

required by Item 12 will be set forth in the 2023 Proxy Statement, under the caption “Security Ownership of Certain Beneficial

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

required by this Item is incorporated by reference to the 2024 Proxy Statement.

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

required by Item 13 will be set forth in the 2023 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 this Item is incorporated by reference to the 2024 Proxy Statement.

14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES

required by Item 14 will be set forth in the 2023 Proxy Statement, under the caption “Principal Accountant Fees and Services”,

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

required by this Item is incorporated by reference to the 2024 Proxy Statement.

15 – EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES

3 unchanged sentences

See Index to Consolidated Financial Statements on page 30.

Financial statement schedules have been omitted

because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required

information is otherwise included.

statement schedules have been omitted because they are not required, not applicable, not

present in amounts sufficient to require submission of the schedule, or the required information

is otherwise included.

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

8 unchanged sentences

and its Directors and Officers and the Directors of its wholly-owned subsidiaries.

Schedule of Directors/Officers with Indemnification Agreement

Employment Agreement dated December 15, 2008 between Omega Flex, Inc.

Amendment No.

1 to the Employment Agreement dated January 1, 2014 between Omega Flex, Inc.

Schedule of Directors/Officers with Indemnification Agreements as of December 31, 2023

Employment Agreement dated December 15, 2008 between Omega Flex, Inc.

12 unchanged sentences

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

Amended and Restated Loan Agreement dated July 3, 2023, between Omega Flex, Inc.

and Santander Bank, N.A.

Second Amended and Restated Committed Revolving Line of Credit Note dated July 3, 2023, by Omega Flex, Inc.

to Santander Bank, N.A.

Phantom Stock Plan dated December 11, 2006.

13 unchanged sentences

and certain officers and employees as of December 31, 2023.

Insider Trading Policies and Procedures

List of Subsidiaries

7 unchanged sentences

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

Policy Relating to Recovery of Erroneously Awarded Compensation

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

6 unchanged sentences

Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document and included in Exhibit 101).

Reference Key

as an Exhibit to the Registration Statement on Form 10-12G filed on June 22, 2005.

11 unchanged sentences

as an Exhibit to the Current Report on Form 8-K filed March 1, 2019.

as an Exhibit to the Current Report on Form 8-K filed July 5, 2023.

contract, compensatory plan, or arrangement

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 to be signed

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

on its behalf by the undersigned, thereunto duly authorized.

OMEGA FLEX, INC.

March 11, 2024

Hoben, Chairman and

Executive Officer (Principal Executive Officer)

6 unchanged sentences

March 11, 2024

Albino, Director

March 10, 2023

Dubin, Director

9 unchanged sentences

March 11, 2024

Moran, Director

March 11, 2024

Reed, Director

March 11, 2024

Rivest, Director

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