1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K.
−Removed: Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures as of December 31, 2023 are effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required reasonable assurance that such information is accumulated and communicated to our management.
+Added: Our management evaluated, with the participation of our Chief Executive Officer and our Chief Accounting Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K.
+Added: Based on that evaluation, our Chief Executive Officer and our Chief Accounting Officer concluded that our disclosure controls and procedures as of December 31, 2024 are effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Accounting Officer, as appropriate, to allow timely decisions regarding required reasonable assurance that such information is accumulated and communicated to our management.
Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management.
6 unchanged sentences
Based on this assessment, our management concluded that, as of December 31, 2024, our internal control over financial reporting was effective.
−Removed: Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud.
+Added: Our management, including our Chief Executive Officer and Chief Accounting Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud.
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
4 unchanged sentences
OTHER INFORMATION.
+Added: On November 26, 2024 , Louis Hoch , Usio’s Chairman of the Board of Directors, President, Chief Executive Officer and Chief Operating Officer entered into a 10b5 - 1 trading plan (the “Plan”).
+Added: The Plan expires on November 15, 2025 and relates to the sale of 136,891 shares of our common stock.
+Added: Hoch will have no control over the timing of the stock sales under the Plan, and all transactions under the Plan will be reported by Mr.
+Added: Hoch through individual Form 4 and Form 144 filings with the Securities and Exchange Commission.
+Added: The Plan is intended to comply with the affirmative defense of Rule 10b5 - 1 (c) of the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policy.
+Added: Rule 10b5 - 1 allows corporate insiders to establish prearranged written stock trading plans.
+Added: A Rule 10b5 - 1 plan must be entered into in good faith at a time when the insider is not aware of material, non-public information.
+Added: Subsequent receipt by the insider of material, non-public information will not prevent prearranged transactions under Rule 10b5 - 1 from being executed.
+Added: Using a Rule 10b5 - 1 Plan, individuals can prudently and gradually diversify their investment portfolios over an extended period of time.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
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The following documents are filed in Part II, Item 8 of this annual report on Form 10-K:
−Removed: Report of Independent Registered Public Accounting Firm
+Added: Report of current Independent Registered Public Accounting Firm - Pannell Kerr Forster of Texas, P.C.
+Added: Report of former Independent Registered Public Accounting Firm - ADKF, P.C.
Consolidated Balance Sheets as of December 31, 2024 and 2023
Consolidated Statements of Operations for the years ended December 31, 2024 and 2023
−Removed: Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2023 and 2022 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 and Notes to Consolidated Financial Statements
+Added: Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024 and 2023
+Added: Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023
+Added: Notes to Consolidated Financial Statements
(a)(2) Financial Statement Schedules.
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Certificate of Amendment of Restated Articles of Incorporation of Usio, Inc., as amended, effective June 26, 2019 (included as exhibit 3.1 to the Form 8-K filed July 1, 2019, and incorporated herein by reference).
−Removed: Amendment to the Amended and Restated By-laws (included as exhibit 3.1 to the Form 8-K filed December 1, 2023, and incorporated herein by reference).
+Added: Amended and Restated By-laws (included as exhibit 3.1 to the Form 8-K filed December 1, 2023, and incorporated herein by reference).
Description of Securities
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Hoch, dated June 29, 2022 (included as exhibit 10.1 to the Form 8-K filed on July 6, 2022, and incorporated herein by reference).
−Removed: Employment Agreement Dated February 17, 2023 between Usio Inc and Greg Carter, the Company's Executive Vice President of Payment Acceptance
+Added: Employment Agreement Dated February 17, 2023 between Usio Inc and Greg Carter, the Company's Executive Vice President of Payment Acceptance (included as exhibit 10.1 to the Form 8-K filed on February 21, 2023, and incorporated herein by reference).
Employee Stock Purchase Plan (included as Appendix A to the Definitive Proxy Statement on Schedule 14A filed on June 2, 2023 and incorporated herein by reference).
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Hoch, dated February 1, 2024 (included as exhibit 10.1 to the Form 8-K filed on February 1, 2024, and incorporated herein by reference).
+Added: Tenth Amendment to Employment Agreement Dated to be effective as of March 3, 2025 by and between the Company and Louis A.
+Added: Hoch (included as exhibit 10.1 to the Form 8-K filed on March 5, 2025, and incorporated herein by reference).
+Added: First Amendment to Employment Agreement Dated to be effective as of March 3, 2025 by and between the Company and Greg Carter (included as exhibit 10.2 to the Form 8-K filed on March 5, 2025, and incorporated herein by reference).
Code of Ethics (included as exhibit 14.1 to the Form 10-Q filed August 14, 2015, and incorporated herein by reference).
+Added: Letter from ADKF dated April 17, 2024 (included as exhibit 16.1 to the Form 8-K filed on April 17, 2024, and incorporated herein by reference).
+Added: Amended and Restated Insider Trading Policy (filed herewith)
Subsidiaries of the Company (filed herewith).
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(filed herewith).
+Added: Consent of Pannell Kerr and Forster of Texas, P.C.
+Added: (filed herewith)
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
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Copies of the above exhibits not contained herein are available to any stockholder, upon written request to:
−Removed: Chief Financial Officer, Usio, Inc., 3611 Paesanos Parkway, Suite 300, San Antonio, TX 78231.
+Added: Chief Accounting Officer, Usio, Inc., 3611 Paesanos Parkway, Suite 300, San Antonio, TX 78231.
FORM 10-K SUMMARY.
1 unchanged sentence
March 26, 2025
−Removed: Chief Executive Officer
+Added: Chairman of the Board, President, Chief Executive Officer, and Chief Operating Officer
(Principal Executive Officer)
11 unchanged sentences
March 26, 2025
−Removed: President, Chief Executive Officer, and Director (Principal Executive Officer)
+Added: Chairman of the Board, President, Chief Executive Officer, and Chief Operating Officer (Principal Executive Officer)
March 26, 2025
11 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.