1 unchanged sentence
On April 9, 2019, the Company’s Board of Directors authorized a stock repurchase program to acquire up to $15.0 million of its common stock.
−Removed: Any repurchases under the program will be made from time to time on the open market at prevailing market prices and are in accordance with the rules and regulations of the SEC.
−Removed: The timing and amount of any shares repurchased under the program will depend on a variety of factors, including price, corporate and regulatory requirements, capital availability, and other market conditions.
−Removed: On April 1, 2021, the Company’s Board of Directors approved an extension and expansion of this stock repurchase program to acquire up to $25 million of its common shares, expiring April 9, 2023.
−Removed: The following table summarizes, by month, the repurchases made during the three months ended September 30, 2022, under the repurchase program and in connection with shares repurchased from employees to satisfy tax withholding obligations in connection with the vesting of restricted stock awards.
+Added: Any repurchases under the program will be made from time to time on the open market at prevailing market prices.
+Added: On April 1, 2021, the Board of Directors approved an extension and expansion of this stock repurchase program up to $25.0 million of its common shares, expiring April 9, 2023.
+Added: On March 3, 2023, the Company’s Board of Directors approved a two-year extension of this stock repurchase plan.
Issuer Purchases of Equity Securities
2 unchanged sentences
Purchased Under
−Removed: July 1-31, 2022
−Removed: August 1-31, 2022
−Removed: September 1-30, 2022
−Removed: For the third quarter of 2022, we did not repurchase any shares of common stock.
+Added: January 1-31, 2023
+Added: February 1-28, 2023
+Added: March 1-31, 2023
+Added: For the first quarter of 2023, we did not repurchase any shares of common stock.
Item 5 - Othe r Information
Articles of Incorporation of Turtle Beach Corporation, as amended (Incorporated by reference to Exhibit 3.1 to Company’s 10-Q filed August 6, 2018).
−Removed: Bylaws, as amended, of Turtle Beach Corporation (Incorporated by reference to Exhibit 3.1 to Company’s 8-K filed June 20, 2019).
+Added: Bylaws, as amended, of Turtle Beach Corporation (Incorporated by reference to Exhibit 3.1 to the Company’s 8-K filed June 20, 2019).
+Added: Certificate of Designation of Series A Junior Participating Preferred Stock of Turtle Beach Corporation (Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K originally filed with the Securities and Exchange Commission on March 29, 2023).
+Added: Rights Agreement, dated as of March 28, 2023, by and between Turtle Beach Corporation and Issuer Direct Corporation, as rights agent (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K originally filed with the Securities and Exchange Commission on March 29, 2023).
+Added: Third Amendment to Amended and Restated Loan, Guaranty and Security Agreement, dated March 10, 2023, by and among Turtle Beach Corporation, Voyetra Turtle Beach, Inc., TBC Holding Company LLC, Turtle Beach Europe Limited, VTB Holdings, Inc., the financial institutions party thereto and Bank of America, N.A., as administrative agent, collateral agent and security trustee for the lenders (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 15, 2023).
Certification of Juergen Stark, Principal Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12 unchanged sentences
** Filed herewith.
−Removed: Includes a management contract or any compensatory plan, contract or arrangement
Pursuant to the requirements 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.
TURTLE BEACH CORPORATION
−Removed: November 14, 2022
Chief Financial Officer, Treasurer and Secretary
1 unchanged sentence
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.