8 unchanged sentences
it purchases certain antenna-related components from SPS and a number of other suppliers.
−Removed: The Company was served with the complaint and is in the process of preparing an answer.
−Removed: The Company intends to investigate and pursue its rights relating to the claims and to defend the suit vigorously.
+Added: The Company’s motion to dismiss the Complaint is currently pending.
+Added: Additionally, a third party, Infineon, has filed requests for Inter Parties Reexamination proceedings concerning each of the four patents.
+Added: As a result, the Delaware District Court stayed the case pending resolution of the requests for reexamination.
+Added: Should the reexamination requests be denied or should the patents survive reexamination by the United States Patent Office, the Company intends to defend the suit vigorously.
However, no assurance can be given that this matter will be resolved favorably.
In addition to the matter described above, the Company may be subject to routine legal proceedings in the ordinary course of business.
−Removed: The Company believes that the ultimate resolution of any such matters will not have a material adverse effect on our business, financial condition or results of operations.
+Added: The Company believes that the ultimate resolution of any such matters will not have a material adverse effect on its business, financial condition or results of operations.
Risk Factor s
2 unchanged sentences
As of the date of this Quarterly Report on Form 10-Q, there have been the following material changes with respect to such risk factors.
−Removed: Our transition to being an accelerated filer and compliance with Section 404 of the Sarbanes-Oxley Act of 2002 will be time consuming and costly, and because we have identified material weaknesses in our internal control over
−Removed: financial reporting, our inability to maintain effective internal controls could result in investors losing confidence in the accuracy and completeness of our financial reports or our inability to accurately or timely produce our financial reports, any of which could negatively affect the market price of our common stock, perhaps significantly.
−Removed: As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal controls.
−Removed: Because we will become an accelerated filer effective December 31, 2021, Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires our independent registered public accounting firm to attest to the effectiveness of our internal control over financial reporting.
−Removed: Our transition to becoming subject to additional requirements of Section 404 of the Sarbanes-Oxley Act has been and will continue to be time-consuming.
−Removed: Further, the costs associated with the compliance with and implementation of procedures under these and future laws and related rules could have a material impact on our results of operations.
−Removed: In connection with our evaluation and testing of controls during the third quarter of 2021, our management identified deficiencies in our general information technology controls which were not designed to restrict users’ access privileges to their appropriate authorities and responsibilities.
−Removed: We also identified deficiencies principally relating to the review and authorization of certain transactions within portions of our purchasing and revenue processes.
−Removed: Management determined these deficiencies resulted in material weaknesses in internal control over financial reporting.
−Removed: We are in the process of enhancing our internal controls in the aforementioned areas to remediate the material weaknesses.
−Removed: However, we can give no assurance that these measures will be sufficient to remediate the material weaknesses, that additional material weaknesses or significant deficiencies in our internal controls will not be identified in the future or that we will otherwise be able to establish and maintain an effective system of internal controls.
−Removed: As a result of the material weaknesses in our internal control over financial reporting, we may not detect errors on a timely basis, our financial statements may be materially misstated, investors may lose confidence in the accuracy and completeness of our financial reports and we may be unable to timely produce our financial reports.
−Removed: Any of the foregoing could negatively affect the market price of our common stock, perhaps significantly.
−Removed: In addition, we could become subject to investigations by any stock exchange on which our securities are listed, the SEC or other regulatory authorities, or litigation or disputes with stockholders, which could require additional financial and management resources and result in more costly directors’ and officers’ insurance, which could have an adverse impact on our business .
−Removed: The failure to effectively recruit, retain and develop qualified personnel and implement effective succession processes could adversely affect our success and could have a material adverse effect on our business, financial condition and results of operations.
−Removed: Our business functions are complex and require wide-ranging expertise and intellectual capital.
−Removed: If we fail to recruit, retain and develop personnel who can provide the needed expertise across the entire spectrum of our intellectual capital needs, then the ability of our business to successfully compete and grow may be adversely affected.
−Removed: In addition, the loss of key personnel without adequate succession plans in place may cause a failure to maintain continuity in key business functions.
−Removed: The market for qualified personnel is highly competitive, particularly in the states in which our operations are concentrated, and we have experienced labor availability issues in several of our facilities.
−Removed: This shortage of labor has resulted, and may continue to result, in increased compensation and recruiting expenses, which could have a material adverse effect on our profitability, particularly if we are unable to pass all of such expenses on to our customers.
−Removed: We may not succeed in recruiting sufficient personnel to support our production needs or may fail to effectively replace current personnel who depart with qualified or effective successors.
−Removed: Personnel shortages have resulted, and may continue to result, in extended production lead times and difficulty in meeting customers’ delivery expectations, which could result in the loss of customers and damage to our reputation and have a material adverse effect on our business, financial condition and results of operations.
+Added: The ongoing military action by Russia in Ukraine could have a negative impact on the global economy, which could materially adversely affect our business, operations, operating results and financial condition.
+Added: On February 24, 2022, Russian forces launched significant military action against Ukraine, and sustained conflict and disruption in the region is possible.
+Added: Governments in the United States, United Kingdom and European Union have each imposed export controls on certain products and financial and economic sanctions on certain industry sectors and parties in Russia.
+Added: Further escalation of geopolitical tensions or military action related to the conflict, as a result of such controls and sanctions or otherwise, could adversely affect the global economy and financial markets and accelerate inflationary pressures, among other things, which could negatively affect the demand for our products and further disrupt our supply chain.
+Added: The conflict also increases the risk of retaliatory acts from Russia impacting U.S.
+Added: companies, which may include disruptions to our technology infrastructure, including through cyberattack, ransom attack or cyber-intrusion.
+Added: Although we have no operations in Russia or Ukraine, we believe we have experienced shortages in raw materials and increased costs for transportation and energy due in part to the negative impact of the Russia-Ukraine conflict on the global economy, which impacts may persist or worsen as the conflict continues or escalates.
+Added: The extent and duration of the military action, sanctions and resulting market and economic disruptions are impossible to predict but could be substantial.
Exhibit Description
−Removed: Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation of CPI Card Group Inc.
−Removed: (incorporated by reference to the Company’s Registration Statement on Form S-3 (File No.
−Removed: 333-259511)).
−Removed: Form of Executive Nonqualified Stock Option Agreement under the CPI Card Group Inc.
−Removed: Omnibus Incentive Plan .
−Removed: Form of Executive Restricted Stock Unit Agreement under the CPI Card Group Inc.
−Removed: Omnibus Incentive Plan .
−Removed: Form of Director Restricted Stock Unit Agreement under the CPI Card Group Inc.
−Removed: Omnibus Incentive Plan .
−Removed: Offer Letter, dated October 1, 2021 by and between CPI Card Group Inc.
−Removed: and Amintore Schenkel.
−Removed: Offer Letter, dated October 1, 2021 by and between CPI Card Group Inc.
−Removed: and John Lowe.
+Added: Form of 2022 Executive Short-Term Incentive Plan
+Added: Form of 2022 Employee Short-Term Incentive Plan
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
11 unchanged sentences
CPI CARD GROUP INC.
−Removed: November 5, 2021
/s/ Amintore Schenkel
3 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.