11 unchanged sentences
Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recently completed fiscal quarter.
−Removed: There have not been any changes in internal control over financial reporting during the quarter ended December 31, 2023 that have materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: There have not been any changes in internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
(d) Limitations on Effectiveness of Controls and Procedures
13 unchanged sentences
Type of Trading Arrangement
−Removed: Name and Position Action Adoption/Termination Date Rule 10b5-1* Non-Rule 10b5-1** Total Shares of Common Stock to be Sold*** Expiration Date
+Added: Name and Position Action Adoption/Termination Date Rule 10b5-1 (1)
+Added: Non-Rule 10b5-1 (2)
+Added: Total Shares of Common Stock to be Sold (3)
+Added: Expiration Date
O’Connor , Director
November 21, 2024 x
−Removed: 250,000 March 14, 2025
+Added: 250,000 April 16, 2026
+Added: Howard Fu , Chief Financial Officer
+Added: November 15, 2024 x
+Added: February 14, 2026
+Added: Courtemanche, Jr.
+Added: , President, Chief Executive Officer, and Director
+Added: December 11, 2024 x
+Added: 2,065,008 (6)
+Added: April 1, 2026
(1) Contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
(2) “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.
−Removed: ***Represents the maximum number of shares that may be sold pursuant to the 10b5-1 arrangement.
+Added: (3) Represents the maximum number of shares that may be sold pursuant to the Rule 10b5-1 trading arrangement.
The number of shares actually sold may be lower and will depend on the satisfaction of certain conditions as set forth in the written plan.
+Added: (4) The actual number of shares that will be sold under this Rule 10b5-1 trading arrangement will be based in part on the number of shares, if any, sold to satisfy tax withholding obligations arising from the vesting of certain shares subject to the trading arrangement, which number is not yet determinable.
+Added: (5) This Rule 10b5-1 trading arrangement was adopted by the Craig F.
+Added: Courtemanche and Hillary Courtemanche Family Trust dtd 11/1/2012, The Courtemanche 2016 Irrevocable Trust UA dtd 11/18/2016, and the Courtemanche 2021 Irrevocable Trust UA dtd 6/10/2021.
+Added: (6) The actual number of shares that will be sold under this Rule 10b5-1 trading arrangement is subject to minimum threshold prices as set forth in the trading arrangement.
Disclosure Regarding Foreign Jurisdiction that Prevent Inspections.
13 unchanged sentences
The information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference.
−Removed: Exhibits, Financial Statement Schedules.
+Added: Exhibits and Financial Statement Schedules.
(a) The following documents are filed as a part of this Annual Report on Form 10-K:
13 unchanged sentences
3.2† Amended and Restated Bylaws of the Registrant
−Removed: 8-K 001-40396 3.2 May 24, 2021
+Added: 8-K 001-40396 3.1 December 6, 2024
4.1† Form of common stock certificate of the Registrant
3 unchanged sentences
Description of Registrant’s Securities
−Removed: 10-K 001-40396 4.3 March 4, 2022
Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers
8 unchanged sentences
S-1/A 333-236789 10.4 May 10, 2021
−Removed: 10.5† Lease by and between Carp Two, LLC, and the Registrant, dated as of August 13, 2013, as amended
−Removed: S-1 333-236789 10.4 February 28, 2020
−Removed: 10.6† Lease by and between Carp Two, LLC, and the Registrant, dated as of January 1, 2014, as amended
−Removed: S-1 333-236789 10.5 February 28, 2020
−Removed: 10.7† Lease by and between 6267 Carp Ave, LLC, and the Registrant, dated as of November 1, 2017
−Removed: S-1 333-236789 10.6 February 28, 2020
−Removed: 10.8† Lease by and between 6303 Carpinteria Avenue, LLC, and the Registrant, dated as of October 5, 2015, as amended
−Removed: S-1 333-236789 10.7 February 28, 2020
−Removed: 10.9† Lease by and between 6303 Carpinteria Avenue, LLC, and the Registrant, dated as of May 25, 2016
−Removed: S-1 333-236789 10.8 February 28, 2020
Cash Incentive Bonus Plan
1 unchanged sentence
Non-Employee Director Compensation Policy
−Removed: 10-K 001-40396 10.13 March 4, 2022
+Added: 001-40396 10.2 May 2, 2024
Offer Letter by and between Craig F.
9 unchanged sentences
10.1 November 4, 2022
−Removed: O ffer Letter by and between Howard Fu and the R egistrant , dated as of May 8, 2023
+Added: Offer Letter by and between Howard Fu and the Registrant, dated as of May 8, 2023
10.10 May 8, 2023
+Added: O ffer Letter by and between Lawrence Joseph Stack and the Registrant, dated as of April 1, 2024
+Added: 10.10 May 2, 2024
2021 Form of Executive Severance Agreement between the Registrant and each of its executive officers
S-1/A 333-236789 10.17 May 6, 2021
+Added: 2024 Form of Executive Severance Agreement between the Registrant and each of its executive officers
+Added: Insider T rading Policy , as amended
21.1* List of subsidiaries of the Registrant
5 unchanged sentences
32.2*# Section 906 Certification of Principal Financial Officer
−Removed: I ncentive Compensation Recoupment Policy
+Added: Incentive Compensation Recoupment Policy
+Added: 97.1 February 26, 2024
101.INS Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
36 unchanged sentences
February 26, 2025
+Added: /s/ Kathryn A.
Director February 26, 2025
Director February 26, 2025
+Added: Director February 26, 2025
/s/ Brian Feinstein Director February 26, 2025
6 unchanged sentences
Director February 26, 2025
−Removed: /s/ Kathryn A.
−Removed: Director February 26, 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.