Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”) has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives. Based on such review and evaluation, our CEO and our CFO have concluded that as of December 31, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level for this purpose, solely because of the material weaknesses in our internal control over financial reporting identified in relation to our financial reporting processes discussed below.
Management’s Report on Internal Control over Financial Reporting
Management, under the supervision of the board of directors, is responsible for establishing and maintaining adequate “internal control over financial reporting” (“ICFR”), as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). ICFR refers to the processes designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.
Our ICFR is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) 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. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of its inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements.
A material weakness, as defined in Exchange Act Rule 12b-2, is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
As elaborated in the notes to our consolidated and combined financial statements under Note 1 , Description of the Business , on July 3, 2025, pursuant to the MIPA, a wholly owned subsidiary of XBP Europe Holdings, Inc. agreed to purchase BPA. This transaction, referred to herein as the Business Combination, was subject to certain conditions
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subsequent, including emergence of BPA and certain of its affiliates from the Chapter 11 Cases, which occurred on July 29, 2025. On July 29, 2025, BPA consummated the Restructuring and emerged from bankruptcy having satisfied or waived all the conditions set forth in the Plan. As a result, all conditions subsequent to the MIPA were met, and the acquisition was deemed closed from an accounting perspective as of July 29, 2025. For financial reporting purposes, BPA was determined to be the “accounting acquirer”. Being the accounting acquirer means that BPA’s assets, liabilities, and historical financial statements form the basis of the combined company’s financial reporting, and, accordingly, the historical results of XBP Europe Holdings, Inc. are not included for periods prior to the Business Combination.
Material weakness in BPAs internal control over financial reporting were previously reported in the risk factors section of the Company’s Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 filed with the SEC on July 15, 2025. BPA had concluded its internal control over financial reporting was not effective as of December 31, 2024 due to pervasive material weaknesses in its internal control over financial reporting. BPA management, with the participation of their Principal Executive Officer and their Interim Chief Financial Officer, had evaluated the effectiveness of their disclosure controls and procedures as of December 31, 2024. Based upon that evaluation, it was concluded that pervasive material weaknesses in internal control over financial reporting existed as described below.
● BPA failed to implement certain risk assessment activities related to identifying and assessing risks of misstatement, including fraud risks, to achieve objectives. This pervasive material weakness contributed to specific material weaknesses noted within the Control Activities COSO component.
● BPA failed to design and implement sufficient controls to ensure relevant and quality information and communications was consistently generated or used by BPA to support the functioning of internal controls. This pervasive material weakness contributed to specific material weaknesses noted within the Control Activities COSO component.
● BPA failed to evaluate and communicate internal control deficiencies and implement monitoring corrective actions in a timely manner. This pervasive material weakness contributed to specific material weaknesses noted within the Control Activities COSO component.
● BPA did not have sufficient structures, reporting lines, appropriate authorities and responsibilities identified and did not sufficiently attract, develop and retain competent resources and hold them accountable for their internal control responsibilities. This pervasive material weakness contributed to specific material weaknesses noted within the Control Activities COSO component.
● BPA did not design, implement and operate effective process-level control activities in the following areas: evaluation of goodwill impairment, period end financial close and account reconciliation procedures, treasury cycle, and insufficient access controls.
BPA management concluded that these deficiencies were largely caused by an ineffective control environment. Management reassessed the controls of the combined entity (XBP Global Holdings Inc.) after the Business Combination and determined that the material weaknesses persisted for the reporting period as of September 30, 2025.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of our internal control over financial reporting. Based upon that evaluation, our CEO and CFO concluded that our internal control over financial reporting was not effective as of December 31, 2025 solely due to the material weaknesses in our internal control over financial reporting as discussed below:
A) Identified in previous years, and remediated as of Q3 2025 reporting:
● Treasury: The material weakness in Treasury process was noted as the company did not design, implement and operate effective process-level control activities related to treasury (including cash and cash equivalents). During the year, we assessed the payments authorization process and noted appropriate review and oversight on disbursement activities. This assessment supported remediation of the reported material weakness.
● Access Management: The access management related material weakness was noted on account of delayed access revocation from certain software applications. During 2024 and 2025, the company adopted multiple
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measures including domain integration, implementation of identity and access management solutions, and AI enabled tools to ensure timely revocation of access of terminated users to effectively remediate the reported material weakness.
● Risk Assessment: The material weakness in risk assessment process was noted as the company failed to identify and assess risks of misstatement, including fraud risks, to ensure controls were designed and implemented to respond to those risks. To address this, the company executed a formalized risk identification process and reviewed existing and proposed risk mitigation strategies. This assessment was integrated into our annual internal control scoping. The timely undertaking of this exercise in 2025 has supported effective remediation of the previously reported material weakness.
B) Reported in Q3 2025 and subsequently remediated:
● Goodwill and intangible assets: The material weakness in goodwill and intangible assets was identified primarily due to the failure to identify goodwill impairment by management in Q4 2024. During Q3 and Q4 2025, we strengthened existing controls to (1) identify goodwill impairment triggers and (2) review underlying valuation assumptions in the valuation analysis prepared by third party valuation specialists. This supported the proper recording and disclosure of goodwill impairment, effectively remediating the previously identified material weakness.
● Monitoring: The Company has strengthened current reporting and communication channels to ensure that identified internal control deficiencies are reported timely to senior management. These mechanisms facilitate the timely evaluation of control deficiencies and the implementation of appropriate corrective actions.
C) Reported in Q3 2025 and carried forward:
● Financial reporting: The material weakness was carried forward as the company did not design, implement and operate effective process-level control activities over financial reporting (including review of the recording of manual journal entries, period end financial close/account reconciliation process and preparation of the consolidated financial statements). The company’s reliance on legacy accounting systems necessitates manual interventions and significant manual oversight, which can lead to the risk of delays and errors in the financial close process.
● Ineffective control environment: The material weakness identified earlier cited that the company did not have sufficient structures, reporting lines, appropriate authorities and responsibilities and also did not sufficiently attract, develop and retain competent resources and hold them responsible for their internal control responsibilities. The company during the year established appropriate organizational structures, formalized lines of reporting and appointed competent personnel with defined roles and responsibilities to strengthen internal controls. While the Company has made progress with respect to its remediation efforts, the material weakness has not been fully remediated as of year-end.
● Ineffective Information & Communication: Relevant and quality information and communication to support the functioning of internal controls was not consistently generated or used by the Company to support the operation of internal controls as of year-end.
Notwithstanding such material weaknesses in internal control over financial reporting, our management, including our CEO and CFO, has concluded that our consolidated and combined financial statements present fairly, in all material aspects, our financial position, results of our operations and our cash flows for the periods presented in this report, in conformity with GAAP.
Remediation of Material Weaknesses
We are undertaking the following remediation measures with appropriate executive sponsorship, to specifically address the material weaknesses related to the financial reporting processes, and the control environment and information and communication components, to further strengthen internal controls:
• For the financial reporting processes, enhancing the design of existing control activities and implementing additional process-level control activities for financial period closure, and adjustment entries.
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• Continuing to hire, train, and retain individuals with appropriate skills and experience, assigning responsibilities and holding individuals accountable for their roles related to internal control over financial reporting.
• Initiating an assessment of our accounting systems to identify modernization opportunities. In the interim, we will focus on strengthening existing controls to mitigate risks associated with our current accounting systems.
• Strengthening existing information and communication controls to allow the effective operation of control activities.
Management intends to deploy the aforementioned additional remediation measures during the year ending December 31, 2026. The effort may require incremental time and resources to remediate, and we may decide to take other measures with appropriate executive sponsorship to address the material weaknesses or modify the remediation steps described above. The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Until these deficiencies are remediated, we plan to continue to perform additional analyses and other procedures to ensure that our consolidated financial statements are prepared in accordance with GAAP.
Changes in Internal Controls over Financial Reporting
During the year ended December 31, 2025, the Business Combination resulted in a change from what the XBP Europe Holdings, Inc. previously reported in its standalone filings because the combined company’s historical financial statements and ICFR are based on BPA as the accounting acquirer. This represents a change in reporting basis, not the emergence of new deficiencies. The material weaknesses described above were pre-existing at BPA and continued following the Business Combination and therefore do not constitute a “change” in ICFR introducing additional material weaknesses for purposes of Item 308(c) of Regulation S-K. Other than as described above, there were no changes in our internal control over financial reporting during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
During the fiscal quarter ended December 31, 2025, none of our directors or officers adopted or terminated a Rule 10 b5 -1 trading arrangement or non-Rule 10 b5 -1 trading arrangement.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The information required by this Item will be included in the Company’s definitive proxy statement to be filed with the SEC within 120 days after December 31, 2025, in connection with the solicitation of proxies for the Company’s 2026 annual meeting of shareholders (“2026 Proxy Statement”), and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item will be included in the 2026 Proxy Statement, and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item will be included in the 2026 Proxy Statement, and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item will be included in the 2026 Proxy Statement, and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item will be included in the 2026 Proxy Statement, and is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
a) (1) Financial Statements
Report of Independent Registered Public Accounting Firm
66
Report of Independent Registered Public Accounting Firm
69
Consolidated and Combined Balance Sheets as of December 31, 2025 (Successor) and December 31, 2024 (Predecessor)
70
Consolidated and Combined Statements of Operations for the periods August 1, 2025 to December 31, 2025 (Successor), January 1, 2025 to July 31, 2025 (Predecessor), and the year December 31, 2024 (Predecessor)
71
Consolidated and Combined Statements of Comprehensive Profit (Loss) for the periods August 1, 2025 to December 31, 2025 (Successor), January 1, 2025 to July 31, 2025 (Predecessor), and the year ended December 31, 2024 (Predecessor)
72
Consolidated and Combined Statements of Stockholders’ Equity (Deficit) for the periods August 1, 2025 to December 31, 2025 (Successor), January 1, 2025 to July 31, 2025 (Predecessor), and the year ended December 31, 2024 (Predecessor)
73
Consolidated and Combined Statements of Cash Flows for the periods August 1, 2025 to December 31, 2025 (Successor), January 1, 2025 to July 31, 2025 (Predecessor), and the year ended December 31, 2024 (Predecessor)
75
Notes to the Consolidated and Combined Financial Statements
76
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(a)(3) Exhibits
Exhibit Number
Document Description †
2.1†
Merger Agreement, dated as of October 9, 2022, by and among CF VIII, Merger Sub, XBP Europe and BTC International (incorporated by reference to Exhibit 2.1 to CF VIII’s Form 8-K, filed with the SEC on October 11, 2022).
2.2
BPA Membership Interest Purchase Agreement dated July 3, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the SEC on July 10, 2025).
3.1(i)(a)
Third Amended and Restated Certificate of Incorporation of the Company, dated July 29, 2025 (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K, filed with the SEC on August 4, 2025).
3.1(i)(b)
Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation, dated December 12, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, filed with the SEC on December 12, 2025).
3.1(i)(c)
Certificate of Designations of Series A Participating Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, filed with the SEC on August 4, 2025).
3.1(ii)
Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.3 to the Company’s Form 8-K, filed with the SEC on August 4, 2025) .
4.1
Form of Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to CF VIII’s Form S-1/A, filed with the SEC on March 1, 2021).
4.2
Warrant Agreement, dated March 11, 2021, by and between CF VIII and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to CF VIII’s Form 8-K, filed with the SEC on March 17, 2021).
4.3
Rights Agreement, dated July 29, 2025 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K, filed with the SEC on August 4, 2025).
4.4
Form of Warrant, dated July 29, 2025 (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K, filed with the SEC on August 4, 2025).
4.5
Indenture, dated July 29, 2025, by and among Exela Technologies BPA, LLC, Exela Finance Inc., the Guarantors party thereto, U.S. Bank Trust Company, National Association, as Trustee, and Ankura Trust Company, LLC, as Collateral Agent (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K, filed with the SEC on August 4, 2025).
4.6*
Description of Securities
10.1
Amended and Restated Registration Rights Agreement, dated as of November 29, 2023, by and among CF VIII, Cantor, Existing Holders, and New Holders (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K, filed with the SEC on December 5, 2023).
10.2
ETI and Subsidiary Companies Intercompany Income Tax Allocation agreement, dated as of November 29, 2023, by and among ETI, CF VIII, and XBP Europe (incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K, filed with the SEC on December 5, 2023).
10.3
Form of Indemnity Agreement (incorporated by reference to Exhibit 10.6 to CF VIII’s Form S-1/A, filed with the SEC on March 1, 2021).
10.4
Facilities Agreement, dated June 26, 2024, by and among (i) XBP Europe, as Parent and Guarantor, (ii) Exela Technologies Limited and Banctec Holdings N.V., as Borrowers and Guarantors, (iii) certain subsidiaries of the XBP Group named in the Facilities Agreement, as Guarantors and (iv) HSBC UK Bank plc, as Lender, Administrative Agent and Security Agent under the Facilities Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the SEC on June 28, 2024).
10.5
Amendment Agreement, dated July 25, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the SEC on July 31, 2025).
10.6#
XBP Europe Holdings, Inc. 2024 Stock Incentive Plan (as amended) (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the SEC on June 20, 2024).
10.7#
Amendment to the 2024 Stock Incentive Plan (incorporated by reference to Annex E to the Company’s definitive proxy statement, filed with the SEC on July 15, 2025.
10.8#
Form of Restricted Stock Unit Grant Notice and Agreement under the XBP Europe Holdings, Inc. 2024 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, filed with the SEC on June 20, 2024).
10.9#
Form of Option Grant Notice and Agreement under the XBP Europe Holdings, Inc. 2024 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K, filed with the SEC on June 20, 2024).
10.10#
XBP Europe Holdings, Inc. Executive Officer Annual Bonus Plan (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K, filed with the SEC on June 20, 2024).
10.11#
Executive Severance and Change in Control Plan, dated as of April 29, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-K/A, filed with the SEC on April 30, 2025).
10.12
Registration Rights Agreement, dated July 29, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, filed with the SEC on August 4, 2025).
10.13
Credit and Security Agreement, dated July 29, 2025, by and among Exela Technologies BPA LLC, Midcap Funding IV Trust, and the Lenders from time to time party thereto (incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K, filed with the SEC on August 4, 2025).
10.14*
First Amendment to Credit and Security Agreement, dated December 19, 2025, by and among XBP Americas, LLC (f/k/a Exela Technologies BPA, LLC), Midcap Funding IV Trust and the guarantors and lenders party thereto.
10.15*
Limited Waiver and Second Amendment to Credit and Security Agreement, dated January 21, 2026, by and among XBP Americas, LLC (f/k/a Exela Technologies BPA, LLC), Midcap Funding IV Trust and the lenders party thereto.
10.16*
Limited Waiver and Third Amendment to Credit and Security Agreement, dated March 6, 2026, by and among XBP Americas, LLC (f/k/a Exela Technologies BPA, LLC), Midcap Funding IV Trust and the lenders party thereto.
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Exhibit Number
Document Description †
10.17
Financing Agreement, dated July 29, 2025, by and among Exela Technologies BPA, LLC, Exela Finance Inc., certain guarantors, the lenders from time to time party thereto and Ankura Trust Company, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K, filed with the SEC on August 4, 2025).
10.18*
First Amendment to Financing Agreement, dated January 21, 2026, by and among XBP Americas, LLC (f/k/a Exela Technologies BPA, LLC), Ankura Trust Company, LLC and the lenders from time to time party thereto.
10.19*
Second Amendment to Financing Agreement, dated February 13, 2026, by and among XBP Americas, LLC (f/k/a Exela Technologies BPA, LLC), Exela Finance, Inc., Ankura Trust Company, LLC and certain guarantors and lenders from time to time party thereto.
10.20
Amended and Restated Credit and Security Agreement, dated July 29, 2025, by and among Exela Technologies BPA, LLC, BRF Finance Co. LLC and the lenders party thereto (incorporated by reference to Exhibit 10.7 to the Company’s Form 8-K, filed with the SEC on August 4, 2025).
10.21*
First Amendment to Amended and Restated Credit and Security Agreement, dated December 19, 2025, by and among XBP Americas, LLC (f/k/a Exela Technologies BPA, LLC), BRF Finance Co. LLC and the guarantors and lenders party thereto.
10.22*
Limited Waiver and Second Amendment to Amended and Restated Credit and Security Agreement, dated January 21, 2026, by and among XBP Americas, LLC (f/k/a Exela Technologies BPA, LLC), BRF Finance Co. LLC and the lenders party thereto.
10.23*
Limited Waiver and Third Amendment to Amended and Restated Credit and Security Agreement, dated March 6, 2026, by and among XBP Americas, LLC (f/k/a Exela Technologies BPA, LLC), BRF Finance Co. LLC and the lenders party thereto.
10.24
Tax Funding Agreement, dated July 29, 2025 (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K, filed with the SEC on August 4, 2025).
16.1
Letter from EisnerAmper LLP to the Securities and Exchange Commission, dated August 4, 2025 (incorporated by reference to Exhibit 16.1 to the Company’s Form 8-K, filed with the SEC on August 4, 2025).
1 9.1
Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Form 10-K, filed with the SEC on March 19, 2025).
21.1*
List of subsidiaries of the Company.
23.1*
Consent of UHY LLP, independent registered public accounting firm.
23.2*
Consent of EisnerAmper LLP, independent registered public accounting firm.
24.1
Power of Attorney (included on the signature page of this report).
31.1*
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1
Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Form 10-K for the period ended December 31, 2023, filed with the SEC on April 1, 2024).
101.INS
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)
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
* Filed or furnished herewith, as applicable.
# Indicates management contract or compensatory plan, contract or arrangement.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated:
By:
/s/ Andrej Jonovic
March 31, 2026
Andrej Jonovic, Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Andrej Jonovic and Dejan Avramovic, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Dated:
By:
/s/ Andrej Jonovic
March 31, 2026
Andrej Jonovic, Director and Chief Executive Officer
(Principal Executive Officer)
Dated:
By:
/s/ Dejan Avramovic
March 31, 2026
Dejan Avramovic, Chief Financial Officer
(Principal Financial and Accounting Officer)
Dated:
By:
/s/ Par Chadha
March 31, 2026
Par Chadha, ( Director and Chairman)
Dated:
By:
/s/ James G. Reynolds
March 31, 2026
James G. Reynolds, ( Director)
Dated:
By:
/s/ Regina Paolillo
March 31, 2026
Regina Paolillo, ( Director)
Dated:
By:
/s/ Sanjay Srivastava
March 31, 2026
Sanjay Srivastava, ( Director)
Dated:
By:
/s/ Robert Pryor
March 31, 2026
Robert Pryor, ( Director)
Dated:
By:
/s/ Randal T. Klein
March 31, 2026
Randal T. Klein, ( Director)
151