What changed in this filing

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Item 9A. Controls and Procedures

2024-04-15 compared with 2023-03-10 · 197 added, 173 removed, 145 unchanged (72% of the section changed)

26 unchanged sentences

The Company’s internal control over financial reporting includes those policies and procedures that:

● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions

and dispositions of the assets of the Company;

● 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;

● 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.

● pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

● 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;

● 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

Because of its inherent limitations, any system

9 unchanged sentences

Based on this assessment using

those criteria, management identified the following material weakness existed as of December 31, 2022:

inadequate controls to ensure that

data received from third-party service organizations is complete and accurate.

those criteria, management identified the following material weaknesses existed as of December 31, 2023:

inadequate controls to ensure

that data received from third-party service organizations is complete and accurate.

As a result, based on the COSO criteria, the Company’s

5 unchanged sentences

following remediation steps:

The Company will require each third-party service organization

to provide a SOC-1, Type 2 report to us.

If a SOC-1, Type 2 report is not available, the Company will

evaluate each third-party’s relevant system(s) and reporting directly through inquiry and substantive testing of such third-party’s

control environment.

Management believes the measures described above

will remediate the material weakness that we have identified.

As management continues to evaluate and improve our disclosure controls

and procedures and internal control over financial reporting, the Company may decide to take additional measures to address control deficiencies

or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures identified.

The Company will require each third-party service organization to provide a SOC-1, Type 2 report to us.

If a SOC-1, Type 2 report is not available, the Company will evaluate each third-party’s relevant

system(s) and reporting directly through inquiry and substantive testing of such third-party’s control environment.

If we are unable to obtain a valid SOC-1 Type 2 report or perform substantive testing of such third-party's control environment, the Company will implement a channel partner qualification and program triaging process, which would include modifying customer contracts, limiting the volume of activity with those third-parties and establishing other controls to ensure the completeness and accuracy of information received from those third-parties, such as performing tagging procedures where possible.

Management believes the measures described above will remediate the material

weakness that we have identified.

During the quarter ended December 31, 2023, the Company continued to engage with the third-party service

organizations to discuss the reporting requirements.

As management continues to evaluate and improve our disclosure controls and procedures

and internal control over financial reporting, the Company may decide to take additional measures to address control deficiencies or determine

to modify, or in appropriate circumstances not to complete, certain of the remediation measures identified.

Changes in Internal Controls Over Financial

There was no change in our internal control over

financial reporting (as defined in Rule 13a-15(f) under the Exchange Act), that occurred during the quarter ended December 31, 2022

that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Except as noted above, there was no change in

our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act), that occurred during the quarter

ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial

Other Information

Amended and Restated Bylaws

In connection

with new universal proxy card rules adopted by the US Securities and Exchange Commission (“SEC”), the Board of Directors (the

“Board”) of the Company approved third amended and restated bylaws of the Company (the “Amended and Restated Bylaws”),

effective as of March 7, 2023.

Among other things, the Amended and Restated Bylaws require that any shareholder soliciting proxies in

support of a nominee other than the Board’s nominees must comply with Rule 14a-19 under the Securities Exchange Act of 1934, as

amended, including applicable notice and solicitation requirements.

Further, any shareholder directly or indirectly soliciting proxies

from other shareholders must use a proxy card color other than white, with the white proxy card being reserved for the exclusive use by

This description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference

to the text of the Amended and Restated Bylaws, which is attached hereto as Exhibit 3.2 and incorporated herein by reference.

Executive Severance Plan

On March 8, 2023, the

Compensation Committee adopted the OptimizeRx Corporation Executive Severance Plan (the “Severance Plan”) to provide severance

benefits to certain eligible employees of the Company.

Each of the Company’s named executive officers, other than Mr.

Febbo, identified

in the Company’s proxy statement filed in connection with its 2022 annual meeting of shareholders (collectively, the “Named

Executive Officers”) has been designated a participant in the Severance Plan.

The Severance Plan provides

that if a Named Executive Officer is terminated without cause or resigns for Good Reason, he/she

will be paid (i) an amount equal to 1.0 times his/her base salary, paid in installments over 12 months, (ii) an amount equal to

his/her target annual bonus in effect at the time of termination, paid in a lump sum, and (iii)

payment by the Company of COBRA premiums for the Named Executive Officer and his/her spouse and eligible dependents for up to 12

months following termination (the payments in (i), (ii) and (iii) collectively referred to as “Severance Benefits”).

if a Named Executive Officer is terminated without cause or resigns for Good Reason t hree

months prior to or 24 months following a Change in Control, in addition to the Severance Benefits, such Named Executive Officer will be

paid a lump sum payment equal to 2.0 times his/her then current base salary.

The Severance Plan also provides that if a Named Executive

Officer is terminated due to death or Disability, such Named Executive Officer (or his/her estate) will be paid an amount equal to his/her

target annual bonus in effect at the time of termination, paid in a lump sum.

Terms not otherwise

defined herein have the meanings assigned to them in Severance Plan.

Unless otherwise stated

in a participant’s individual employment agreement, if any payments or benefits under the Severance Plan would be considered “parachute

payments” under Section 280G of the Code, and would be subject to the excise tax imposed by Section 4999 of the Code, then such

payments will either be (i) reduced so than no portion of the payments is subject to the excise tax or (ii) delivered in full, whichever

of the foregoing results in the participant receiving a greater amount on a net after-tax basis, taking into account all federal, state

and local taxes and the excise tax imposed by Section 4999 of the Code.

The foregoing description

of the Severance Plan is not complete and is qualified in its entirety by reference to the complete text of the Severance Plan, a copy

Adoption of 10b5-1 Trading Plan

During the year ended December 31, 2023, certain

of our officers and directors adopted Rule 10b5-1 trading arrangements as follows:

On June 15, 2023 , Mr.

Febbo , the Chief

Executive Officer of the Company, adopted a written plan for the purchase or sale of our securities that was intended to satisfy the

affirmative defense conditions of Rule 10b5-1(c) (the “Febbo Rule 10b5-1 Trading Plan).

The Febbo 10b5-1 Trading Plan, which has

a term of one year , provides for the sale of up to 300,000 shares of common stock pursuant to the terms therein.

On June 15, 2023 , Ms.

Marion Odence-Ford , the

General Counsel & Chief Compliance Officer of the Company, adopted a written plan for the purchase or sale of our securities that

is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (the “Odence-Ford Rule 10b5-1 Trading Plan).

The Odence-Ford

10b5-1 Trading Plan, which has a term of one year , provides for the sale of up to 7,000 shares of common stock pursuant to the terms therein.

William Febbo’s Employment Agreement

On April 12, 2024, the Company entered into

an amended and restated employment letter agreement with William J.

Febbo (the “Febbo Employment Agreement”) which

updates and supersedes in its entirety his prior employment agreement, as amended (the “Febbo Prior Employment

Agreement”) to, among other things, eliminate the single trigger cash severance which was payable to Mr.

Febbo in connection

with a change in control, remove the Company’s 280G tax gross-up payment obligation afforded to Mr.

Febbo under the Febbo

Prior Employment Agreement, and provide for an equity grant to Mr.

Febbo of 90,000 restricted stock units which vest over three

In connection with the Febbo Employment Agreement, the Compensation Committee amended the OptimizeRx Corporation Executive

Severance Plan to make Mr.

Febbo a participant of such plan (as described below).

As a result, all of Mr.

Febbo’s prior rights

to severance and change in control benefits under the Febbo Prior Employment Agreement were removed from the Febbo Employment

Febbo’s amended severance and/or change in control benefits are now set forth in full in the Amended Severance

Plan (as defined below).

The foregoing summary of Mr.

Febbo’s Employment

Agreement is not complete and is qualified in its entirety by reference to the complete text of the Febbo Employment Agreement, a copy

of which is filed as Exhibit 10.26 to this Form 10-K and is incorporated herein by reference.

Amendment to Will Febbo’s Employment

8, 2023, the Company entered into a Fourth Addendum (the “Fourth Addendum”) to the employment offer letter dated February

25, 2019, as amended, with William J.

Febbo (the “Employment Agreement”) which updates and amends the Employment Agreement

to, among other things, provide that if three months prior to, or 24 months following, a Change in Control, Mr.

Febbo is terminated without Cause or resigns for Good Reason, in addition to other amounts payable to Mr.

Febbo pursuant to the

Employment Agreement, Mr.

Stephen Silvestro’s Employment Agreement

On April 12, 2024, the Company entered into an

amended and restated employment letter agreement with Stephen Silvestro (the “Silvestro Employment Agreement”) which updates

and supersedes in its entirety his prior employment agreement, as amended (the “Silvestro Prior Employment Agreement”) to,

among other things, remove the Company’s 280G tax gross-up payment obligation afforded to Mr.

Silvestro under the Silvestro Prior

Employment Agreement.

The foregoing summary of Mr.

Employment Agreement is not complete and is qualified in its entirety by reference to the complete text of the Silvestro Employment Agreement,

a copy of which is filed as Exhibit 10.27 to this Form 10-K and is incorporated herein by reference.

Amended Executive Severance Plan

On April 12, 2024, the

Compensation Committee amended the OptimizeRx Corporation Executive Severance Plan (the “Amended Severance Plan”) to include

Febbo as a participant in the Amended Severance Plan, to remove former and add new executive management team members, and to increase

the Severance Benefits (as defined below) payable to Mr.

The Amended Severance

Plan provides that if Mr.

Silvestro is terminated without cause or resigns for Good Reason, he will be paid (i) an amount

equal to 1.5 times his base salary, paid in installments over 18 months, (ii) an amount equal to his target annual bonus in effect

at the time of termination, paid in a lump sum, and (iii) payment by the Company of COBRA premiums for such executive and his

spouse and eligible dependents for up to 12 months following termination (the payments in (i), (ii) and (iii) collectively referred to

as “Severance Benefits”).

The Amended Severance

Plan also provides Change in Control termination and death benefits to executive management team members.

Silvestro’s benefits

under such provisions were not changed in connection with the Amended Severance Plan.

The Amended Severance Plan provides that if Mr.

Febbo is terminated without cause or resigns for Good Reason three months prior to or 24 months following a Change in Control, in addition

to the Severance Benefits, Mr.

Febbo will be paid a lump sum payment equal to 5.0 times his then current base salary.

not otherwise defined herein have the meanings assigned to them in the Fourth Addendum.

above summary of Mr.

Febbo’s Fourth Addendum is not complete and is qualified in its entirety by reference to the complete

text of the Fourth Addendum , a copy of which is filed as Exhibit 10.19 to this Form 10-K

and is incorporated herein by reference.

The Severance Plan

also provides that if Mr.

Febbo is terminated due to death or disability, he (or his estate) will be paid an amount equal to his target

annual bonus in effect at the time of termination, paid in a lump sum.

Terms not otherwise defined herein have the meanings assigned to

them in the Amended Severance Plan.

The foregoing description

of the Amended Severance Plan is not complete and is qualified in its entirety by reference to the complete text of the Amended Severance

Plan, a copy of which is filed as Exhibit 10.28 to this Form 10-K and is incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions

14 unchanged sentences

The Code can be found on the Company’s website at www.optimizerx.com

under “Investor Relations—Governance.” The information on the website is not and should not be considered part of this

Form 10-K and is not incorporated by reference in this Form 10-K.

under “Investor Relations - Governance.” The information on the website is not and should not be considered part of this Form

10-K and is not incorporated by reference in this Form 10-K.

Executive Compensation

12 unchanged sentences

securities to be

Weighted- average

price of outstanding

options, warrants

available for

future issuance

plans (excluding securities

reflected in column (a))

Equity compensation plans approved by security holders

16 unchanged sentences

Exhibits and Financial Statements

(a) The consolidated financial statements and

exhibits listed below are filed as part of this Annual Report on Form 10-K.

(1) The Company’s consolidated financial statements, the notes thereto and the report of the Independent

Registered Public Accounting Firm are included in PART II, Item 8.

“Financial Statements and Supplementary Data.”

(2) Financial statement schedules have been omitted because they are not applicable, not required, or the

required information is included in the Consolidated Financial Statements or Notes thereto.

(a) The consolidated financial statements and exhibits listed

below are filed as part of this Annual Report on Form 10-K.

(1) The Company’s consolidated financial statements, the

notes thereto and the report of the Independent Registered Public Accounting Firm are included in PART II, Item 8.

“Financial Statements

and Supplementary Data.”

(2) Financial statement schedules have been omitted because they

are not applicable, not required, or the required information is included in the Consolidated Financial Statements or Notes thereto.

(3) Exhibits.

1 unchanged sentence

(b) Exhibits .

The Exhibit Index, which

immediately precedes the signature page, is incorporated by reference into this Annual Report on Form 10-K.

The Exhibit Index, which immediately precedes

the signature page, is incorporated by reference into this Annual Report on Form 10-K.

is made to Item 15(a)(2) above.

Reference is made to

Item 15(a)(2) above.

Form 10-K Summary

EXHIBIT INDEX

of Incorporation of OptimizeRx Corporation (the “Company”) Incorporated by reference to Exhibit 3.1 to the Company’s

Registration Statement on Form S-1 (Registration No.

Articles of Incorporation of OptimizeRx Corporation (the “Company”) Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (Registration No.

333-155280) filed on November 12, 2008.

of Correction, dated April 30, 2018.

Incorporated by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-K for

the year ended December 31, 2018.

Amended and Restated Bylaws of the Company.

of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

Incorporated by reference

to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Amended and Restated 2013 Equity Incentive Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report

on Form 8-K filed on March 12, 2020.

2021 Equity Incentive Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on

August 25, 2021.

of Stock Option Award for grants under the OptimizeRx Corporation 2021 Equity Incentive Plan.

Incorporated by reference to Exhibit

10.2 to the Company’s Current Report on Form 8-K filed on August 25, 2021.

of Performance Stock Option Award for grants under the OptimizeRx Corporation 2021 Equity Incentive Plan.

Incorporated by reference

to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 25, 2021.

of Restricted Stock Unit Award for grants under the OptimizeRx Corporation 2021 Equity Incentive Plan.

Incorporated by reference

to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on August 25, 2021.

of Performance Restricted Stock Unit Award for grants under the OptimizeRx Corporation 2021.

Incorporated by reference to Exhibit

10.5 to the Company’s Current Report on Form 8-K filed on August 25, 2021

Employment Agreement by and between the Company and William J.

Incorporated by reference to Exhibit 10.1 to the Company’s

Current Report on Form 8-K filed on February 26, 2019.

to the Employment Agreement with William Febbo.

Incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on

Form 10-K for the year ended December 31, 2019.

to the Employment Agreement with William J.

Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report

on Form 10-Q for the quarter ended June 30, 2021.

Addendum to the Employment Agreement with William J.

Incorporated by reference to Exhibit 10.1 to the Company’s Current

Report on Form 8-K filed on October 19, 2021.

Agreement by and between the Company and Stephen Silvestro.

Incorporated by reference to Exhibit 10.1 to the Company’s Current

Report on Form 8-K filed on May 3, 2019.

to the Employment Agreement with Stephen Silvestro.

Incorporated by reference to Exhibit 10.5 to the Company’s Annual Report

on Form 10-K for the year ended December 31, 2019.

to Employment Agreement by and between the Company and Stephen Silvestro dated February 28, 2022.

Incorporated by reference to Exhibit

10.2 to the Company’s Current Report on Form 8-K filed on March 4, 2022.

Agreement with Marion Odence-Ford.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed

on February 11, 2021.

to Employment Agreement by and between the Company and Marion Odence-Ford dated February 28, 2022.

Incorporated by reference to Exhibit

10.3 to the Company’s Current Report on Form 8-K filed on March 4, 2022.

Letter by and between the Company and Edward Stelmakh.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report

on Form 8-K filed on September 30, 2021.

Corporation 2022 Cash Bonus Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed

on March 4, 2022.

Corporation Executive Severance Plan

Certificate of Correction, dated April 30, 2018.

Incorporated by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Third Amended and Restated Bylaws of the Company.

Incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Fourth Amended and Restated 2013 Equity Incentive Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 12, 2020.

OptimizeRx 2021 Equity Incentive Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 25, 2021.

Form of Stock Option Award for grants under the OptimizeRx Corporation 2021 Equity Incentive Plan.

Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 25, 2021.

Form of Performance Stock Option Award for grants under the OptimizeRx Corporation 2021 Equity Incentive Plan.

Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 25, 2021.

Form of Restricted Stock Unit Award for grants under the OptimizeRx Corporation 2021 Equity Incentive Plan.

Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on August 25, 2021.

Form of Performance Restricted Stock Unit Award for grants under the OptimizeRx Corporation 2021.

Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on August 25, 2021

Amended Employment Agreement by and between the Company and William J.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 26, 2019.

Amendment to the Employment Agreement with William Febbo.

Incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Addendum to the Employment Agreement with William J.

of Business Conduct and Ethics Incorporated by reference to Exhibit 14.1 to the Company’s Current Report on Form 8-K filed

on June 25, 2021.

Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.

Third Addendum to the Employment Agreement with William J.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 19, 2021.

Employment Agreement by and between the Company and Stephen Silvestro.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 3, 2019.

Amendment to the Employment Agreement with Stephen Silvestro.

Incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Amendment to Employment Agreement by and between the Company and Stephen Silvestro dated February 28, 2022.

Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 4, 2022.

Employment Agreement with Marion Odence-Ford.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 11, 2021.

Amendment to Employment Agreement by and between the Company and Marion Odence-Ford dated February 28, 2022.

Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 4, 2022.

Offer Letter by and between the Company and Edward Stelmakh.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 30, 2021.

OptimizeRx Corporation 2022 Cash Bonus Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 4, 2022.

OptimizeRx Corporation Executive Severance Plan.

Incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed on March 10, 2023.

Fourth Addendum to the Employment Agreement with William J.

Incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed on March 10, 2023.

Agreement and Plan of Merger dated as of October 11, 2023 by and among OptimizeRx Corporation, Healthy Offers, Inc., the securityholders of Healthy Offers, Inc.

who are party to the Agreement, and Michael Weintraub, not in his individual capacity, but solely in his capacity as the representative, agent and attorney-in-fact of the Securityholders.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 16, 2023.

Support Agreement, dated as of October 11, 2023 by and among the stockholders party thereto, OptimizeRx Corporation and Healthy Offers, Inc.

Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 16, 2023.

Financing Agreement, dated as of October 11, 2023, by and among OptimizeRx Corporation, the lenders from time to time party thereto, and Blue Torch Finance, LLC, as collateral agent and administrative agent.

Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 16, 2023.

Letter Agreement, dated as of October 11, 2023, OptimizeRx Corporation and Blue Torch Finance, LLC.

Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on October 16, 2023.

Common Stock Purchase Agreement dated October 24, 2023 by and among the Company and the Management Investors.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 25, 2023.

Amendment No.

1 to Financing Agreement, dated March 29, 2024.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 2, 2024.

Amended and Restated Employment Agreement by and between the Company and William J.

Febbo dated April 12, 2024.

Amended and Restated Employment Agreement by and between the Company and Stephen Silvestro dated April 12, 2024.

Amended OptimizeRx Corporation Executive Severance Plan dated April

Code of Business Conduct and Ethics Incorporated by reference to Exhibit 14.1 to the Company’s Current Report on Form 8-K filed on June 25, 2021.

OptimizeRx Corporation Insider Trading Policy

List of Subsidiaries

4 unchanged sentences

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

OptimizeRx Corporation Clawback Policy

Inline XBRL Instance Document

7 unchanged sentences

Arrangements.

* Exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish supplementally a copy of any

omitted exhibit to the SEC upon request.

* Exhibits have been omitted pursuant to Item 601(a)(5) of

Regulation S-K.

The Company agrees to furnish supplementally a copy of any omitted exhibit to the SEC upon request.

** Provided herewith.

6 unchanged sentences

Chief Executive Officer

March 10, 2023

April 15, 2024

/s/ Edward Stelmakh

2 unchanged sentences

Chief Operations Officer

March 10, 2023

April 15, 2024

Pursuant to the requirements of the Securities

3 unchanged sentences

Chief Executive Officer and Director

April 15, 2024

(principal executive officer)

March 10, 2023

/s/ Edward Stelmakh

Chief Financial Officer and Chief Operations Officer

(principal financial and accounting officer)

March 10, 2023

April 15, 2024

Edward Stelmakh

March 10, 2023

/s/ James Lang

March 10, 2023

(principal financial and accounting officer)

/s/ Lynn O’Connor Vos

April 15, 2024

Lynn O’Connor Vos

April 15, 2024

/s/ Patrick Spangler

March 10, 2023

April 15, 2024

Patrick Spangler

March 10, 2023

/s/ James Lang

April 15, 2024

/s/ Greg Wasson

March 10, 2023

April 15, 2024

/s/ Catherine Klema

April 15, 2024

Catherine Klema

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