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01a373a1adb5c083c8539056a3b2d774
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|
That the degree of compliance with the policies or procedures may deteriorate.
Lincolnway Energy's management assessed the effectiveness of Lincolnway Energy's internal control over financial reporting as of September 30, 2020.The framework used by management in making that assessment was the criteria set forth by the "Internal Control Integrated Framework" (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, Lincolnway Energy's management has determined that as of September 30, 2020, Lincolnway Energy's internal control over financial reporting was effective for the purposes for which it is intended.
An attestation report from Lincolnway Energy's accounting firm on Lincolnway Energy's internal control over financial reporting is not included in this annual report because an attestation report is only required under the regulations of the Securities and Exchange Commission for accelerated filers or large accelerated filers.
No change in Lincolnway Energy's internalcontrol over financial reporting occurred during the fourth quarter of the fiscal year ended September 30, 2020 that has materially affected, or is reasonably likely to materially affect, Lincolnway Energy's internal control over financial reporting.
Item 9B.Other Information.
None.
### PART III
The information required by this Item is incorporated by reference from the definitive proxy statement for the Lincolnway Energy 2021 Annual Meeting of Members (the
2021 Proxy Statement
) to be filed with the SEC within 120 days after the end of the Companys fiscal year ended September 30, 2020.
### Item 14.Principal Accountant Fees and Services.
PART IV
(a)(1)Financial Statements.
(a)(3)Exhibits.
|
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|
### EXPLANATORY NOTE
Dyadic International, Inc. 1 on Form 10-K/A (the Amendment) to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the Form 10-K), which the Company filed with the Securities and Exchange Commission on March 30, 2021. This Amendment is being filed solely to include Exhibit 23.1 to the Form10K, which was inadvertently omitted. This Amendment also includes new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
Except as described above, no other portion of the Form 10-K is amended hereby, and the Form 10-K continues to speak as of the date of the original filing of the Form 10-K. Accordingly, this Amendment should be read in conjunction with the Form 10-K and the Companys filings made with the Securities and Exchange Commission subsequent to the date of the Form 10-K.
### PART IV
Item 15.
Financial Statement and Exhibits
(a)
### Financial Statement
Our financial statements and related notes thereto are listed and included in this Annual Report on Form 10-K beginning on page F-1.
(b)
### Exhibits
Notes:
*This filing excludes schedules and similar attachments pursuant to Item 601(b)(2) of Regulation S-K.A copy of any omitted schedule will be furnished supplementary to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.
**Identifies each management contract or compensatory plan or arrangement.
Portions of the exhibits have been omitted pursuant to a request for confidential treatment.
#Previously filed with the SEC.
(1) The Company elect to satisfy Regulation S-K 229.406(c) by posting its Code of Ethics on its website at www.dyadic.com.
|
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|
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|
### EXPLANATORY NOTE
1 to the Annual Report on Form 10-K to we, us, the Company or our company are to FirstMark Horizon Acquisition Corp., unless the context otherwise indicates.
This Amendment No. 1 (Amendment No. 1) to the Annual Report on Form 10-K/A amends the Annual Report on Form 10-K of FirstMark Horizon Acquisition Corp. for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission (SEC) on March 29, 2021 (the Original Filing).
Since issuance on October 8, 2020, our warrants were accounted for as equity within our balance sheet.
As a result of the foregoing, on May 26, 2021, the Audit Committee of the Company, in consultation with its management, concluded that its previously issued Financial Statements for the periods beginning with the period from August 13, 2020 (inception) through December 31, 2020 (collectively, the Affected Periods) should be restated because of a misapplication in the guidance around accounting for our outstanding warrants to purchase Class A common stock (the Warrants) and should no longer be relied upon.
We reassessed our accounting for the Warrants issued on October 8, 2020, in light of the SEC Staffs published views.
1 to amend and restate certain restated items on the previously issued balance sheet dated as of October 8, 2020, the date that the IPO closed, that were previously reported on a Current Report on Form 8-K filed with the SEC on October 14, 2020, and (ii) restated financial statements as of December 31, 2020 and for the period from August 13, 2020 (inception) through December 31, 2020 that were previously reported on the Original Filing.
### Part I, Item 1A. Risk Factors
Part II, Item 7.
Part II, Item 8.
### Part II, Item 9A. Controls and Procedures
Part IV, Item 15.
|
1e424d1604e3a74d5b1b0a83eb953d95
|
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|
The aggregate market value of the Common Stock held by non-affiliates of the registrant, based upon the last sale price of the Common Stock reported on the Nasdaq Stock Market as of the last business day of the registrants most recently completed second fiscal quarter (June 30, 2020), was approximately $241.5million.
The number of shares of Common Stock outstanding as of August 4, 2021 was 139,410,776.
### EXPLANATORY NOTE
On March 16, 2021, Surgalign Holdings Inc. This Amendment No. 1 (the Amendment) amends the Original Form 10-K solely to correct the registrant's name disclosed in Exhibit 23.1, Consent of Independent Registered Public Accounting Firm. The Exhibit 23.1 included in the Original Form 10-K identified the registrant's name as RTI Surgical Holdings, Inc., whereas the appropriate registrant's name is Surgalign Holdings, Inc. A new Exhibit 23.1 with the correction is filed as Exhibit 23.1 attached hereto.
No revisions have been made to the Companys financial statements or any other disclosure contained in the Original Form 10-K. This Amendment is an exhibit-only filing. Except for Exhibit 23.1, this Amendment does not otherwise update any exhibits as originally filed or previously amended.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), new certifications by the Companys principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Amendment, and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.
Item 15.
|
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|
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|
To Exhibit 10.1 to the Companys Current Report on Form 8-K (file No.
10.15
Restricted Stock Award Agreement, dated April 19, 2019, by and between Falcon Minerals Corporation and Daniel C. Herz (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K (file No.
10.16
Performance Stock Unit Agreement, dated April 19, 2019, by and between Falcon Minerals Corporation and Daniel C. Herz (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K (file No.
10.17
Super Performance Stock Unit Agreement, dated April 19, 2019, by and between Falcon Minerals Corporation and Daniel C. Herz (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K (file No.
10.18
Form of Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 10-Q (File No.
10.19
First Amendment to Credit Agreement, dated as of May 1, 2020 (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 10-Q (File No.
21.1
(incorporated by reference to Exhibit 21.1 to the Companys Current Report on Form 10-K (File No.
23.1*
23.2
### Consent of Ryder Scott Company, L.P.
(incorporated by reference to Exhibit 23.2 to the Companys Current Report on Form 10-K (File No.
31.1*
31.2*
32.1**
32.2**
99.1
### Reserve Report of Ryder Scott Company, L.P.
(incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 10-K (File No.
101.INS*
Inline XBRL Instance Document.
101.SCH*
101.CAL*
101.DEF*
101.LAB*
101.PRE*
104*
Cover Page Interactive Date File (embedded within the Inline XBRL document)
*
Filed herewith
**
### Furnished herewith
Compensatory plan or arrangement.
ITEM 16.
### FORM 10-K Summary
None.
|
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|
Accounting Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended
32.1
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)
32.2
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Accounting Officer)
33.1
Issuance of Series D-3 Preferred Stock.
33.2
Certificate of Designation of Series D-5 Preferred Stock.
33.3
Certificate of Designation of Series D-6 Preferred Stock.
33.4
Certificate of Amendment to Certificate of Designation of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock.
34.
Certificate of Amendment filed with the State of Nevada with filed Definitive 14C filed on August 16, 2019 for the 2019 Reverse Split of Common Stock and Authority to Increase Authorized Common Stock
35.
Share Exchange Agreement between 12 ReTech Corporation and Red Wire Group. LLC on Form 8K filed on February 25, 2019.
33.5
Certificate of Designation of Series D-2 Preferred Stock.
36.
Share Exchange Agreement between 12 ReTech Corporation and Rune, NYC, LLC on Form 8K filed on March 21, 2019 .
37.
Share Exchange agreement for majority control between 12 ReTech Corporation and Bluwire Group, LLC on form 8k on October 15, 2019.
38.
Share agreement between 12 ReTech Corporation and Social Decay,LLC on form 8K on November 20, 2019
39.
Amendment to the Articles of Incorporation with the state of Nevada to to Reverse Split of 12 ReTech common stock a 1 for 500 reverse split of its outstanding common stock on form 8K on August 11, 2020.
40.
Amendment to the Articles of Incorporation to increase authorized from 16,000,000,000 to 20,000,000,000 common shares on form 8k on August 14, 2020.
|
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|
To the Quarterly Report on Form 10-Q of the Company on August 6, 2020 and incorporated herein by reference).
10.36#
PAE Incorporated 2020 Equity Incentive Plan (filed as Exhibit 10.30 to the Current Report on Form 8-K of the Company on February 14, 2020 and incorporated herein by reference).
10.37#
Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for Participation Plan Participants under the PAE Incorporated 2020 Equity Incentive Plan (filed as Exhibit 10.31 to the Current Report on Form 8-K of the Company on February 14, 2020 and incorporated herein by reference).
10.38#
Form of Pacific Architects and Engineers Incorporated 2016 Participation Plan Termination Agreement (filed as Exhibit 10.33 to the Current Report on Form 8-K of the Company on February 14, 2020 and incorporated herein by reference).
10.39
Form of Indemnity Agreement (filed as Exhibit 10.34 to the Current Report on Form 8-K of the Company on February 14, 2020 and incorporated herein by reference).
21.1
(filed as exhibit to the Original Form 10-K and incorporated herein by reference)
23.1
Consent of Ernst & Young LLP
31.1
### Certification by the
Principal
Executive Officer and Principal Financial Officer of the Company Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
### Certification by the
Principal Executive Officer and Principal
Financial Officer of the Company Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
101.SCH
101.DEF
101.CAL
101.LAB
101.PRE
*Schedules and other similar attachments to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted schedules to the Securities and Exchange Commission upon its request.
None
|
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|
### EXPLANATORY NOTE
American Rebel Holdings, Inc. is filing this Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2020 (the Form 10-K), which was filed with the Securities and Exchange Commission on May 17, 2021, to submit the Interactive Data File (as defined in Rule 11 of Regulation S-T) for that fiscal year as Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 was omitted from the Form 10-K in accordance with the 30-day grace period provided under Rule 405(a)(2)(ii) of Regulation S-T.
Except as set forth above, this Form 10-K/A does not modify or update any of the disclosure in the Form 10-K. This Form 10-K/A speaks as of the time of filing of the Form 10-K, does not reflect events that may have occurred subsequent to such filing, and does not modify or update in any way disclosure made in the Form 10-K.
### Item 6 Exhibits
American Rebel Holdings, Inc. includes by reference the following exhibits:
101.INS
XBRL Instance Document**
101.SCH
XBRL Taxonomy Extension Schema**
101.CAL
XBRL Taxonomy Extension Calculation Linkbase**
101.DEF
XBRL Taxonomy Extension Definition Linkbase**
101.LAB
XBRL Taxonomy Extension Labels Linkbase**
101.PRE
### XBRL Taxonomy Extension Presentation Linkbase**
* Filed with initial filing of the Companys registration statement on Form S-1, August 4, 2015.
# Filed herewith.
** The XBRL related information in Exhibit 101 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
|
8576796733100499d3bab3908a3f8c1b
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|
The purpose of this amendment on Form 10-K/A to EXEO Entertainment, Inc.s Annual Report on Form 10-K for the year ended November 30, 2020, filed with the Securities and Exchange Commission on March 16, 2021 is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.
This Amendment No.
Item 15(B) Exhibits
### INDEX TO EXHIBITS
Exhibit
Description
3.1
Articles of Incorporation (1)
3.2
Amendment to Articles of Incorporation (1)
3.3
Bylaws (1)
3.4
Certificate of Designation (for Series A Preferred Stock) (1)
3.5
Certificate of Designation for Series B Convertible Preferred Stock (2)
10.1
Employment Agreement (Jeffrey Weiland, President) (1)
10.2
Employment Agreement (Robert S. Amaral, CEO) (1)
10.3
Consulting Agreement (Hildebrandt Consulting) (1)
10.4
Exclusive License Agreement (Psyko Audio Labs) (1)
10.5
Exclusive License Agreement (Digital Extreme Technologies, Inc.) (1)
10.6
Project Management Agreement (Elite Product Management) (1)
10.7
2012 Employees/Consultants Stock Compensation Plan Agreement (1)
31.1
*
31.2
*
32.1
*
32.2
*
99.1
Press release issued on September 12, 2014 (3)
99.2
Temporary Hardship Exemption
101.INS
XBRL Instance Document**
101.SCH
101.CAL
101.DEF
101.LAB
XBRL Taxonomy Extension Label Linkbase**
101.PRE
* Previously filed.
** Furnished herewith.
(1)
Previously filed as an exhibit to Exeo Entertainment, Inc.s Form S-1 filed with the Commission on August 16, 2013, as amended.
(2)
Previously filed as an exhibit to Exeo Entertainment, Inc.s Form 10-K filed with the Commission on March 13, 2014.
(3)
Previously filed as an exhibit 99.1 to Exeo Entertainment, Inc.s Form 10-Q filed with the Commission on October 6, 2014.
### Item 15(c) Reports on Form 8-K
None.
Press Releases
None.
|
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|
### EXPLANATORY NOTE
This Amendment No.1 on
Form10-K/A(this
### Amendment) amends the Annual Report onForm10-Kof
Foghorn Therapeutics Inc. (the Company, we, our, us or Foghorn) for the fiscal year ended December31, 2020, as originally filed with the Securities and Exchange Commission (the SEC) on March18, 2021 (the
Original10-K).The purpose of this Amendment is to include information required by PartIII of the Annual Report on
Form10-Kthat was intentionally omitted from PartIII of the
Original10-K.
12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), certifications by the Companys principal executive officer and principal financial officer pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to this Amendment.
We are not including the certifications under Section906 of Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment.
Except as described above, no other changes have been made to the
### Original10-K.The
Original10-Kcontinues to speak as of the dates described in the
Original10-K,and we have not updated the disclosures contained therein to reflect any events that occurred subsequent to such dates. Accordingly, this Amendment should be read in conjunction with the Companys filings made with the SEC subsequent to the filing of the
Original10-K,as information in such filings may update or supersede certain information contained in this Amendment. As used in this Amendment, unless otherwise stated or the context otherwise indicates, references to Foghorn, the Company, we, our, us or similar terms refer to Foghorn Therapeutics Inc. and our subsidiary.
Foghorn Therapeutics Inc.
### Index
Page
PART III
### Item10.
Item11.
### Executive Compensation
Item12.
### Item13.
Item14.
PARTIV
Item15.
|
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|
The registrant filed with the Securities and Exchange Commission (the
SEC) an Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the Original Form 10-K) on February 25, 2021. However, the registrant inadvertently omitted certain required language from paragraph 4 of the certifications of the registrants principal executive officer and principal financial officer required by Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
This Amendment No. 1 on Form 10-K/A is being filed solely for the purpose of filing revised certifications by the registrants principal executive officer and principal financial officer, including the previously omitted language. These revised certifications are currently dated, refer to this Form 10-K/A, and are being included as exhibits to this Amendment No.1 on Form 10-K/A under Part IV, Item 15 hereof. In accordance with applicable SEC interpretations, this Form 10-K/A contains only the cover page, this explanatory note, a signature page and the revised certifications (containing only paragraphs 1, 2, 4 and 5 of the text otherwise prescribed by Item 601(b)(31)(i) of Regulation S-K).
Except as described above, no attempt has been made in this Amendment No.1 on Form 10-K/A to modify or update the other disclosures or exhibits presented in the Original Form 10-K. Except as presented in this Form 10-K/A and except for Exhibits 31.1 and 31.2 filed herewith, this Amendment No. 1 on Form 10-K/A does not reflect events occurring after the filing of the Original Form 10-K, or modify or update those disclosures. 1 on Form 10-K/A should be read in conjunction with the Original Form 10-K and the registrants other filings with the SEC.
PART
IV
Item 15.
Exhibits, Financ ial Statement Schedules.
(a)(3) Exhibits
EXHIBIT INDEX
|
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|
[
Blgi Inc
]
1 to BLGI, Inc.s (the Company) Annual Report on Form 10-K for the fiscal year ended April 30, 2019 (Form 10-K/A) is to submit Exhibit 101 to the Form 10-K filed with the U.S. Securities and Exchange Commission (the SEC) on June 29, 2020 (the Form 10-K), in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the Interactive Data Files (the Interactive Data Files) required to be filed with the Form 10-K.
The following events, each of which occurred after the original filing date of the Form 10-K, are applicable with respect to the executive officers executing this Form 10-K/A, the change of the Companys name, since the original filing date of the Form 10-K, and differences in the number of outstanding shares, since the original filing date of the Form 10-K:
Effective June 29, 2020, Jeremy Towning resigned as Chief Executive Officer;
Effective June 29, 2020, the Company appointed Lawrence P. Cummins as Chief Executive Officer and as a member of the Companys board of directors;
Effective October 15, 2020, the Company changed its name from Black Cactus Global, Inc. to BLGI, Inc.; and
Effective October 15, 2020, the Company effected a 1-for-20 reverse stock split of its shares of common stock, par value $0.0001 per share; provided, however, that no changes or adjustments have been made to the financial information in the Form 10-K to reflect such reverse stock split.
Other than the submission of the Interactive Data Files, no other changes, revisions, or updates have been made to the Form 10-K in this Form 10-K/A, which speaks as of the original filing date of the Form 10-K and does not reflect any events that may have occurred subsequent to the filing date of the Form 10-K.
Item 15.
(b) Exhibits continued
__________
* Filed herewith
(1) Filed previously as an exhibit to the Form 10-K.
|
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|
### EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this Form 10-K/A) to the Annual Report on Form 10-K of NextGen Healthcare, Inc. for the fiscal year ended March 31, 2021, filed with the Securities and Exchange Commission (the SEC) on May 26, 2021 (the Original 10-K) is being filed solely for the purpose of including the information required by Part III on Form 10-K. This information was previously omitted from the Original 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. 1 to include Part III information in our Form 10-K because we will not file a definitive proxy statement containing such information within 120 days after the end of the fiscal year covered by the Original 10-K. In addition, this Form 10-K/A deletes the reference on the cover of the Original 10-K to the incorporation by reference of portions of our proxy statement into Part III of the Original 10-K.
Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 30 of Regulation S-K, paragraphs 3,4, and 5 of the certifications have been omitted.
Except as described above, this Form 10-K/A does not modify or update disclosure in the Original 10-K. Furthermore, this Form 10-K/A does not change any previously reported financial results. Information not affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time the Original 10-K was filed.
NextGen Healthcare Inc.
### Amendment No.
PART III
### Item 10.
Item 11.
### Executive Compensation
Item 12.
### Item 13.
Item 14.
PART IV
Item 15.
|
97b6e3433478f1f80ec3b58957c59ad4
|
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|
The information required by Part III of Annual Report on Form
10-K, to the extent not set forth herein, is incorporated herein by reference to the registrants Proxy Statement for the 2021 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the registrants fiscal year.
### EXPLANATORY NOTE
We are filing this
Amendment
No
(
### Amendment
No
) to our Annual Report on
Form10-K for the year ended December31, 2020 (the Original
Form10-K), as filed with the Securities and Exchange Commission on March18, 2021 (the Original Filing Date), solely to correct an administrative error in the content of the cover page that resulted in the disclosure of an incorrect number of Multiple Voting Shares (on an as converted basis) as of March1, 2021. The Original
Form10-K incorrectly stated that 40,259,000 Multiple Voting Shares were outstanding (on an as converted basis) as of March1, 2021, while the correct number was 4,025,900. The amended cover page as included herein, reflects the correct number of Multiple Voting Shares outstanding (on an as converted basis) as of March1, 2021.
Except as described above, no changes have been made to the Original
### Form10-K, and this
Amendment
No
1 does not modify, amend or update in any way any of the financial or other information contained in the Original
Form10-K.
### This
Amendment
No
### EXHIBIT INDEX
The following exhibits are filed with this Form
10-K/A.
31.1
Certification of Chief Executive Officer required by
31.2
Certification of Chief Financial Officer required by
32.1
Certification of Chief Executive Officer pursuant to Section1350 of Chapter63 of the UnitedStates Code
32.2
Certification of Chief Financial Officer pursuant to Section1350 of Chapter63 of the UnitedStates Code
|
bc9e28c3d60e2d059766a505086c4eac
|
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|
Director Independence
The directors of the Company are listed in Item 12 of this Form 10-K/A.
### Item 14.
The Company retained BDO USA, LLP to audit the Companys consolidated financial statements for 2019 and 2020. The Company also retained BDO USA, LLP to provide non-audit services in 2019 and 2020. The following table sets forth the aggregate fees billed to the Company by BDO USA, LLP for professional services in fiscal years 2019 and 2020:
BDO USA, LLP
(1) Consists primarily of fees for the audit of annual financial statements and the audit of the effectiveness of internal control over financial reporting, review of quarterly financial statements, review of SEC registration statements and related consents, and services in connection with statutory or regulatory filings.
(2) Consists of fees for services rendered for analysis of NOL utilization.
All fees listed above have been pre-approved by the Audit Committee. The Audit Committee has, however, delegated to the Chairman of the Audit Committee the authority to pre-approve permitted non-audit services (as such services are defined by the Sarbanes-Oxley Act of 2002) provided that (i) in each case the estimated amount of such fees will not exceed $75,000 and (ii) the Chairman of the Audit Committee reports any pre-approval so granted at the next scheduled meeting of the Audit Committee.
The Audit Committee Charter provides for the Audit Committee to establish the auditors fees. Such fees have been based upon the complexity of the matters in question and the time incurred by the auditors.
### PART IV
Item 15.
(b) Exhibits
The exhibits listed on the accompanying Exhibit Index are filed as a part of this report.
### EXHIBIT INDEX
Exhibit No.
Description
31.1
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a).
31.2
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a).
|
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|
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|
Spectrum Brands Holdings, Inc.
Yes
No
### SB/RH Holdings, LLC
Yes
No
The aggregate market value of the voting stock held by non-affiliates of Spectrum Brands Holdings, Inc. was approximately $1,502million based upon the closing price on the last business day of the registrants most recently completed second fiscal quarter (March29, 2020). For the sole purposes of making this calculation, term non-affiliate has been interpreted to exclude directors and executive officers and other affiliates of the registrant. Exclusion of shares held by any person should not be construed as a conclusion by the registrant or an admission by any such person or that such person is an affiliate of the Company, as defined by applicable securities law.
As of January 14, 2021, there were outstanding 42,621,893 shares of Spectrum Brands Holdings, Inc.s common stock, par value $0.01 per share.
SB/RH Holdings, LLC meets the conditions set forth in General Instruction I(1)(a) and (b)of Form
10-K and has therefore omitted the information otherwise called for by Items 10 to 13 of Form
10-K as allowed under General Instruction I(2)(c).
None.
EXPLANATORY NOTE
Spectrum Brands Holdings, Inc. and SB/RH Holdings, LLC are filing this Amendment No.1 (this Form 10-K/A) to their Annual Report on Form 10-K for the fiscal year ended September30, 2020 (Fiscal 2020) that was filed with the Securities and Exchange Commission (SEC) on November18, 2020 (the Original Form 10-K) for the sole purpose of including certain of the information required by PartIII of Form 10-K. As required by Rule
12b-15, in connection with this Form 10-K/A, the Companys Principal Executive Officer and Principal Financial Officer are providing Rule
13a-14(a) certifications included herein.
Page
### EXPLANATORY NOTE
PARTIII
ITEM10.
ITEM 11.
### EXECUTIVE COMPENSATION
ITEM 12.
ITEM 13.
PARTIV
ITEM 15.
EXHIBIT INDEX
|
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|
Esports Entertainment Group, Inc. 1 (this Amendment) to its Annual Report on Form 10-K for the year ended June 30, 2021, as filed on October 13, 2021 (the Original Form 10-K) with the Securities and Exchange Commission (the SEC). The purpose of this Amendment is to file Exhibits 23.1 and 23.2, Consents of Independent Registered Public Accounting Firm which includes the consent to the incorporation by reference of Friedman LLPs report dated October 13, 2021, with respect to the consolidated financial statements for the year ended June 30, 2021 and Rosenberg Rich Baker Berman P.A. report October 1, 2020 with respect to the consolidated financial statements for the year ended June 30, 2020 both appearing in the Annual Report on Form 10-K of the Company for the year ended June 30, 2021 into registration statements on Form S-8, S-3, and S-3, file numbers, 333-250970, 333-258822, and No. 333-252370, respectively which consents were inadvertently omitted from the original Form 10-K.
Except as described above, no other changes have been made to the Original Form 10-K, and this Amendment does not amend, update or change any other items or disclosures in the Original Form 10-K. The Original Form 10-K continues to speak as of its original filing date. This Amendment does not reflect subsequent events occurring after the filing date of the Original Form 10-K or modify or update in any way disclosures in the Original Form 10-K.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), this Amendment No. 1 also contains new certifications pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K under the Exchange Act, paragraphs 3, 4 and 5 of the certifications have been omitted.
### Part IV
Item 15.
|
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|
The opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.
Item 14.
The following table sets forth aggregate fees billed to the Company for professional services by our independent registered public accounting firm, Marcum LLP for the fiscal years indicated below:
(1)
Audit Fees consist of fees for professional services rendered in connection with the audit of our annual consolidated financial statements, including audited financial statements presented in our annual report on Form 10-K, review of our quarterly financial statements presented in our quarterly report on Form 10-Q and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years, including audit services in connection with filing registration statements, and amendments thereto.
(2)
Audit-related Fees consist of fees related to audit and assurance procedures not otherwise included in Audit Fees, including fees related to the application of GAAP to proposed transactions and new accounting pronouncements.
(3)
Tax Fees consist of tax return preparation, international and domestic tax studies, consulting and planning.
(4)
All Other Fees consist of the cost of a subscription to an accounting research tool.
Our Audit Committee pre-approves all auditing services and permitted non-audit services to be performed for us by our independent auditor, including the fees and terms thereof. All of the services described above were approved by our Audit Committee.
Item 15.
|
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|
### EXPLANATORY NOTE
Enstar Group Limited (Enstar, the Company, we, us or our) is filing this Amendment No. 1 on Form 10-K/A (this Amendment) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the 2020 Form 10-K), which was originally filed on March 1, 2021 with the U.S. The sole purpose of filing this Amendment is to include separate financial statements for InRe Fund, L.P., a Cayman Islands exempted limited partnership in which we have a significant investment (InRe Fund). We are required to provide separate financial statements for InRe Fund under Rule 3-09 of Regulation S-X for the fiscal years ended December 31, 2020, 2019 and 2018. The separate financial statements for InRe Fund are filed as exhibits to this Amendment and they do not impact or affect our previously reported consolidated financial condition or results of operations.
Except as specified in this explanatory note, this Amendment does not amend or modify any of the other information included in the 2020 Form 10-K, and it does not modify or update any information included in the 2020 Form 10-K to reflect any events, developments or results that occurred subsequent to March 1, 2021. As a result, the 2020 Form 10-K continues to speak as of the date of filing of the 2020 Form 10-K. More current information is contained in the Companys filings subsequent to the date of filing of the 2020 Form 10-K, including the Companys Current Report on Form 8-K filed with the SEC on June 11, 2021, which recast the financial information and financial statements contained in the 2020 Form 10-K in order to give effect to a change in the Companys segment reporting.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment also contains new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, which are attached here.
Page
### PARTIV
Item 15.
|
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|
### EXPLANATORY NOTE
Humanco Acquisition Corp. 1), or this Amendment, to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March 31, 2021, or the Original Filing, to restate our financial statements as of and for the period ended December 31, 2020. We are also restating the financial statement as of December 11, 2020 in the accompanying financial statements included in this Annual Report (collectively, the Original Financial Statements).
As a result, on May 28, 2021, after consultation with the Companys board of directors, management concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.
The Company has not amended its Current Report on Form 8-K filed on December 17, 2020 for the period affected by the restatement.
### Restatement Background
As a result of the SEC Statement, the Companys management reevaluated the accounting treatment of our outstanding warrants issued in connection with our initial public offering on December 9, 2020, including the 8,075,000 private placement warrants issued to HumanCo Acquisition Holdings, LLC (our sponsor), the 14,375,000 warrants issued as part of the units sold in our initial public offering, and the 1,250,000 warrants issued as part of the units sold to CAVU Venture Partners III, LP each with an exercise price of $11.50 (the Warrants), in accordance with Accounting Standards Codification (ASC) 815-40, Derivatives and Hedging: Contracts in an Entities Own Equity. ASC 815-40 states entities must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability.
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15.
|
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|
### EXPLANATORY NOTE
Virginia National Bankshares Corporation (the Company) is filing this Amendment No.1 on Form10-K/A(the Form10-K/A)to amend its Annual Report on Form10-Kfor the fiscal year ended December31, 2020 (together with the Form10-K/A,the Form10-K),filed with the Securities and Exchange Commission (the SEC) on March 19, 2021. The purpose of this Form10-K/Ais solely to disclose the information required in PartIII (Items 10, 11, 12, 13 and 14) of Form10-K,which information was previously omitted in reliance on General Instruction G(3) toForm10-K.Accordingly, the Company hereby amends and replaces in its entirety Part III of the Form10-K.
In addition, pursuant to the rules of the SEC, Item 15 of Part IV has been amended to include the currently dated certifications of the Companys principal executive officer and principal financial officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002. New certifications of the Companys principal executive officer and principal financial officer are filed with this Form10-K/Aas Exhibits 31.3 and31.4hereto. Because no financial statements have been included in this Form10-K/Aand this Form10-K/Adoes not contain or amend any disclosure with respect to Items 307 and 308 of RegulationS-K,paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is not including a new certificate under Section906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Form10-K/A.
Except as described above, this Form10-K/Adoes not amend any other information set forth in theForm10-K,and the Company has not updated disclosures included therein to reflect any subsequent events. ThisForm10-K/Ashould be read in conjunction with the Form10-Kand with the Companys filings with the SEC subsequent to the Form10-K.
### INDEX
Page
Part III
### Item 10
### Item 11
Executive Compensation
### Item 12
### Item 13
### Item 14
### Part IV
Item 15
|
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|
Accounting consultations related to audit services, and other services normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings.
### Audit-Related Fees
The aggregate fees billed for assurance and other services related to the audit of our annual consolidated financial statements, which primarily include services in connection with due diligence related to our acquisitions.
Tax Fees
The aggregate fees billed for professional tax compliance services (preparation and review of income tax returns and other tax-related filings), tax due diligence for our acquisitions and tax advice on U.S. and foreign tax matters.
### All Other Fees
Miscellaneous fees billed for services not otherwise included in the categories above. The fees for fiscal 2020 were for capital market consultations on our 2020 equity and convertible debt public offerings.
Audit Committee
Non-Audit
Services of Independent Auditors
Our Audit Committees policy is to pre-approve all services provided by our independent registered public accounting firm. The independent registered public accounting firm is required to periodically report to our Audit Committee regarding the extent of services provided by such firm in accordance with such pre-approval.
Our Audit Committee has delegated pre-approval authority to one of its members, who must report any decisions to our Audit Committee at the next scheduled meeting. During 2020, our Audit Committee approved in advance all audit, audit-related, tax and other services to be provided by EY.
EY has not received approval to perform nor performed any prohibited activities as such term is defined in Section201 of the Sarbanes Oxley Act of 2002.
### PART IV
Item15.
EXHIBIT INDEX
+
*
Furnished.
**
Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation
S-K and will be furnished to the Securities and Exchange Commission upon request.
|
24269c9f855e2f63d9bb2908a714503e
|
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|
9, 2020 (incorporated by reference to Exhibit 10.1 of the 001-36876)).
10.63
Third Amendment to Executive Employment Agreement between and Henry Bartoli dated November 5, 2020 (incorporated by reference to Exhibit 10.2 of the 001-36876)).
10.64
Consultant Agreement by and between The Babcock & Wilcox Company Inc. and Henry Bartoli effective as of January 1, 2021 (incorporated by reference to Exhibit 10.3 of the 001-36876)).
10.65
Settlement Agreement between Babcock & Wilcox Volund A/S and XL Insurance Company SE dated October 10, 2020.
10.66
Exchange Agreement by and between Babcock & Wilcox Enterprises Inc. and B. Riley Financial, Inc. dated February 12, 2021 (incorporated by reference to Exhibit 1.3 to the 001-36876)).
10.67
Amendment No. 2 to Amended and Restated Credit Agreement by and between Babcock and Wilcox Enterprises Inc. and Bank of America, N.A., as Administrative Agent, dated February 8, 2021 (incorporated by reference to Exhibit 10.1 to the 001-36876)).
10.68
Amendment No. 3 to Amended and Restated Credit Agreement by and between Babcock and Wilcox Enterprises Inc. and Bank of America, N.A., as Administrative Agent, dated March 4 2021
21.1
Significant Subsidiaries of the Registrant.
23.1
31.1
Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer.
31.2
Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer.
101.SCH
101.CAL
101.LAB
101.PRE
101.DEF
Cover Page Interactive Data File (embedded within the inline XBRL document)
* Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
The Company has omitted certain information contained in this exhibit pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and, if publicly disclosed, would likely cause competitive harm to the Company.
### Item 16. Form 10-K Summary
None.
|
657fad8434fc6fc5cab9debc72102e2d
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|
In quarterly reports, services performed in connection with regular filings with the Securities and Exchange Commission and other services that are normally provided by our independent registered public accounting firm for the fiscal years ended December 31, 2020 and December 31, 2019.
Policy on Pre-Approval by Audit Committee of Services Performed by Independent Registered Public Accounting Firm
The Audit Committee reviews, and in its sole discretion pre-approves, our independent auditors annual engagement letter including proposed fees and all auditing services provided by the independent auditors. Accordingly, our Audit Committee approved all services rendered by our independent registered public accounting firm, BDO USA, LLP, during fiscal year 2020, as described above. Our Audit Committee and Board has considered the nature and amount of fees billed or expected to be billed by BDO USA, LLP and believes that the provision of services for activities unrelated to the audit was compatible with maintaining BDO USA, LLPs independence.
The Audit Committee has not implemented a policy or procedure which delegates the authority to approve, or pre-approve, audit or permitted non-audit services to be performed by BDO. Our Board may not engage the independent auditors to perform the non-audit services proscribed by law or regulation.
ITEM 15.
(a)
1.
Previously filed with the Companys Annual Report on Form 10-K for the year ended December 31, 2020, as filed on April 15, 2021.
2.
All schedules have been omitted since the required information is presented in the financial statements and the related notes or is not applicable.
3.
### The Exhibits below:
See the Exhibit Index below.
*
- Provided herewith.
^
- Previously filed or furnished, as required, with the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission on March 31, 2021.
### ITEM 16. FORM 10-K SUMMARY
Not Applicable.
|
d782e97ab5a71a4bd6fd0084588087b8
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|
[
Pareteum Corp
]
Pareteum Corporation (together with subsidiaries, the
### Company
) is filing this Amendment No. 2 on Form 10-K/A (
Amendment No. 2
) to its Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission (
SEC
) on March 18, 2019 (as previously amended by Amendment No. 1 on Form 10-K/A filed with the SEC on December 14, 2020, the
### Original Form 10-K
), for the primary purposes of updating each of (i) the audit opinion of Baker Tilly US, LLP found at pages 48-49 of the Original Form 10-K and (ii) the report of Baker Tilly US, LLP on the effectiveness of internal control over financial reporting as of December 31, 2018 found at pages 113-114 of the Original Form 10-K and adding a new consent of
Baker Tilly US, LLP as Exhibit 23.2. This Amendment also amends the cover page of the Original Form 10-K to update the number of shares of common stock outstanding. In addition, Item 15(a)(3) of Part IV is amended to add as Exhibits 31.4 and 31.5 the certifications required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended (the
Exchange Act
).
Except as described above, no other changes have been made to the Original Form 10-K.This Amendment does not reflect events occurring after the filing of the Original Form 10-K, nor does it modify or update disclosures therein in any way other than as expressly stated herein.Among other things, forward-looking statements made in the Original Form 10-K have not been revised to reflect any events that may have occurred or facts that may have become known after the filing of the Original Form 10-K. Consequently, this Amendment should be read in conjunction with the Original Form 10-K and the Companys filings with the SEC subsequent to the filing of the Original Form 10-K.
Capitalized terms used herein without definition have the meaning set forth in the Original Form 10-K.
### PART IV
ITEM 15.
The following exhibits are filed with this Report.
|
704da86af0787a221df5cca340e6c364
|
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|
Securities covered by the registration and shareholder rights agreement, which is described under the section of this
Annual Report on Form10-K entitled Description of Securities Registration and Shareholder Rights.
The audit committee of our board of directors will adopt a charter, providing for the review, approval and/or ratification of related party transactions, which are those transactions required to be disclosed pursuant to Item404 of Regulation S-K as promulgated by the SEC, by the audit committee.
ITEM 14.
The following is a summary of fees paid to Marcum LLP, for services rendered.
### Audit Fees
The aggregate fees billed by Marcum LLP for audit fees, inclusive of required filings with the SEC for the period from July 28, 2020 (inception) through December 31, 2020, and of services rendered in connection with our initial public offering, totaled $44,290.
Audit-Related Fees
We did not pay Marcum LLP any audit-related fees during the period from July 28, 2020 (inception) through December 31, 2020.
### Tax Fees
We did not pay Marcum LLP any tax fees during the period from July 28, 2020 (inception) through December 31, 2020.
All Other Fees
We did not pay Marcum LLP any other fees during the period from July 28, 2020 (inception) through December 31, 2020.
PART IV
### ITEM 15.
(a)
The following documents are filed as part of this Form 10-K:
(1)
Financial Statements:
(3)
### Exhibits
*
Filed herewith
**
Furnished herewith
***
Previously filed.
(1)
Incorporated by reference to the registrants Current Report on Form 8-K, filed with the SEC on January 12, 2021
(2)
Incorporated by reference to the registrants Current Report on Form 8-K, filed with the SEC on February 2, 2021
(3)
Incorporated by reference to the registrants Current Report on Form 8-K, filed with the SEC on September 29, 2020
(4)
Incorporated by reference to the registrants Registration Statement on Form S-1, filed with the SEC on September 21, 2020
### ITEM 16. FORM 10-K SUMMARY
Not applicable.
|
2fbbd10db23a08da49ebf303f51fd1dc
|
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|
This Amendment No. 1 on Form 10-K/A (this Amendment) of Assisted 4 Living, Inc. (the Company) amends the Companys Annual Report on Form 10-K for the year ended November 30, 2020 (the Original Report), originally filed with the Securities and Exchange Commission on March 1, 2021 (the Original Filing Date). This Amendment is being filed solely for the purpose of indicating on the cover page that registrant is not currently required to file all reports required by Section 15(d) of the Exchange Act, even though it has filed all Section 15(d) Exchange Act reports for the preceding 12 months. The applicable check boxes were inadvertently checked incorrectly in the Original Report.
In addition, pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Amendment contains currently dated certifications by the Companys principal executive officer and principal financial officer, which are being filed as exhibits to this Amendment. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of such certifications have been omitted. Similarly, because no financial statements have been included in this Amendment, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.
This Amendment consists solely of the preceding cover page, this explanatory note, the exhibit index, the signature page and the certifications.
Other than as expressly set forth above, no other changes have been made to the Original Report. This Amendment speaks as of the Original Filing Date of the Original Report, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Original Report. Accordingly, this Amendment should be read in conjunction with the Original Report and the Companys other filings with the Securities and Exchange Commission.
Item 15.
|
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|
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|
[
Resmed Inc
]
### EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this Amendment) amends the Annual Report on Form 10-K of ResMed Inc. for the fiscal year ended June 30, 2020, as filed with the Securities and Exchange Commission on August 12, 2020 (the Original Filing). The Consent of Independent Registered Public Accounting Firm (the Auditor Consent) was inadvertently omitted in the Original Filing.
This Amendment is being filed solely to file the Auditor Consent. No other changes were made to the Original Filing. Further, no attempt has been made in this Amendment to modify or update the other disclosures presented in the Original Filing. This Amendment does not reflect events occurring after the filing of the Form 10-K (i.e., occurring after August 12, 2020) or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Form 10-K and the registrants other filings with the Securities and Exchange Commission.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), new certifications by the Companys principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment No. 1 pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Amendment No. 1 and it does not contain or amend any disclosure with respect to Items 307 or 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.
-
-
### PART IV
Item 15
PART IV
ITEM15
EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
*Filed herewith.
-
-
### PART IV
Signatures
SIG
### NATURES
Under the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the authorized persons below.
DATED March 29, 2021
ResMed Inc.
/s/
### MICHAEL J. FARRELL
Michael J. Farrell
Chief executive officer
-
-
|
e076ef7dc700b41b7d6af9c91f0d0b8c
|
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|
Sponsor will be entitled to certain registration rights with respect to the private placement warrants, the warrants issuable upon conversion of working capital loans (if any) and the ClassA ordinary shares issuable upon exercise of the foregoing and upon conversion of the founder shares, and, upon consummation of our initial business combination, to nominate three individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement.
Our audit committee charter provides for the review, approval and/or ratification of related party transactions, which are those transactions required to be disclosed pursuant to Item404 of
### Director Independence
Our board of directors has determined that Scott Prochazka, Jonathan Silver and June Yearwood are independent directors as defined in the NYSE listing standards and applicable SEC rules.
Item14.
Audit Fees
During the period from July31, 2020 (inception) through December31, 2020, fees for our independent registered public accounting firm were approximately $60,770 for the services Withum performed in connection with our Initial Public Offering and the audit of our December31, 2020 financial statements included in this Annual Report on Form
10-K/A.
### Audit-Related Fees.
During the period from July31, 2020 (inception) through December31, 2020, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements.
Tax Fees
During the period from July31, 2020 (inception) through December31, 2020, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning.
### All Other Fees
During the period from July31, 2020 (inception) through December31, 2020, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.
Pre-Approval
### Policy
PART IV.
Item15.
|
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|
### EXPLANATORY NOTE
Agilysys, Inc. (the Company, we, us or our) is filing this Amendment No. 1 on Form 10-K/A (this Amendment) to amend our Annual Report on Form 10-K for the year ended March 31, 2021, originally filed with the Securities and Exchange Commission (the SEC) on May 21, 2021 (the Original Filing), to include the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. We are filing this Amendment to include Part III information in our Form 10-K because a definitive proxy statement containing such information will not be filed by the Company within 120 days after the end of the fiscal year covered by the Form 10-K. The reference on the cover of the Original Filing to the incorporation by reference to portions of our definitive proxy statement into Part III of the Original Filing is hereby deleted.
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), Part III, Items 10 through 14 of the Original Filing are hereby amended and restated in their entirety, and Part IV, Item 15 of the Original Filing is hereby amended and restated in its entirety, with the only changes being the addition of Exhibits 31.4, 31.5 and 31.6 filed herewith and related footnotes. Except as described above, this Amendment No. 1 does not amend or otherwise update any other information in the Original Filing and does not purport to reflect any information or events subsequent to the filing thereof. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.
PART III
### ITEM 10.
ITEM 11.
### Executive Compensation
ITEM 12.
### ITEM 13.
ITEM 14.
PART IV
ITEM 15.
|
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|
### EXPLANATORY NOTE
The signed consent of Pricewaterhouse Coopers LLP, the Companys independent registered public accounting firm, was delivered prior to the filing of the Form 10-K for the year ended January 31, 2021, originally filed on March 30, 2021 (the Original Filing); however, the consent was inadvertently omitted from the version of the consent filed via EDGAR. This amendment is being filed to include the consent.
Pursuant to Rule12b-15under theSecurities Exchange Act of 1934, as amended, this Form 10-K/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items307and308ofRegulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.
Except as expressly set forth in this Form 10-K/A, no other changes have been made to the Original Filing, and this Form 10-K/A does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Form 10-K/A does not reflect events that may have occurred subsequent to the filing date of the Original Filing.
Item 15.
(a) The following documents are filed or furnished as part of this Form 10K/A:
(1)Exhibits filed as part of this Form 10-K/A
### Exhibit Number
Exhibit Title
Form
### File Number
Exhibit
Filing Date
23.1
31.3
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(2)Exhibits filed, furnished, or incorporated by reference with the Original Filing and this Form 10-K/A
________________
* Filed herewith.
# Indicates a management contract or compensatory plan or arrangement
Previously furnished with the Original Filing.
|
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|
### EXPLANATORY NOTE
This Amendment No.1 on Form
10-K/A
(this Amendment) to the Annual Report on Form
10-K of APi Group Corporation (the Company) for the fiscal year ended December31, 2020, initially filed with the Securities and Exchange Commission (SEC) on March24, 2021 (the Original Filing), is being filed to correct an administrative error in the Original Filing. The Original Filing did not include the correct date of the Consent of Independent Registered Public Accounting Firm of KPMG LLP (the Auditor Consent), filed as an exhibit to the Original Filing.
This Amendment is being filed solely to correct the date within the Auditor Consent. This Amendment includes Item 15 of Part IV of the Original Filing that includes (i)the corrected Auditor Consent and (ii)as required by Rule
12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), new certifications by the Companys principal executive officer and principal financial officer pursuant to Rule
13a-14(a) or
15d-14(a) of the Exchange Act. As no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 or 308 of Regulation
S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. The Company is not including certifications pursuant to Section1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.
Except for the foregoing amended information, this Amendment does not amend or update any other information contained in the Original Filing. This Amendment does not reflect events occurring after the filing of the Form
10-K
(i.e., occurring after March24, 2021) or modify or update those disclosures that may be affected by subsequent events. Therefore, this Amendment should be read together with other documents that the Company has filed with the SEC subsequent to the filing of the Original Filing. Information in such reports and documents updates and supersedes certain information contained in the Original Filing.
PART IV
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|
### EXPLANATORY NOTE
Churchill Capital Corp V (the Company, we, our or us) is filing this Annual Report on Form10-K/A (Amendment No.1 or the Amendment), or this Annual Report, to amend our Annual Report on
Form10-K for the period ended December31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March31, 2021 (the Original Filing), to restate our financial statements for the period ended December31, 2020. We are also restating the financial statement as of August3, 2020 and as of and for the period ended September30, 2020 (collectively, the Original Financial Statements), in the accompanying financial statements included in this Annual Report.
### Restatement Background
On April12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a public statement (the SEC Warrant Accounting Statement) on accounting and reporting considerations for warrants issued by special purpose acquisition companies (SPACs).
As a result, on May 20, 2021, the Company's management and the Audit Committee of the Company's board of directors (the "Audit Committee"), after consultation with management and a discussion with Marcum LLP, the Company's independent registered public accounting firm (the "Independent Accounting Firm"), concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.
In connection with the restatement, the Company's management has re-evaluated the effectiveness of the Company's disclosure controls and procedures and internal control over financial reporting as of December31, 2020. The Company's management has concluded that the Company's disclosure controls and procedures and internal control over financial reporting were not effective as of December31, 2020, due to a material weakness in internal controls over financial reporting solely related to the accounting for warrants described above.
PartII Item 7.
PartII Item 8.
PartII Item 9A. Controls and Procedures.
PartIV Item 15.
|
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|
We have revised information in the following items of this annual report:
The exhibits index under Item 15(b) of the annual report on Form 10-K for the year ended May 31, 2021, filed with the Commission by MJ Harvest, Inc. (the Company) on September 13, 2021 (the Original Form 10-K) inadvertently failed to incorporate by reference material agreements previously filed with the Companys report on Form 8-K on March 26, 2021. The purpose of this amendment is to include Exhibits 10.5 and 10.6 to the exhibits table.
This Amendment No. 1 continues to speak as of the date of the Original Form 10-K, and the Company has not updated or amended the disclosures contained in the amended items to reflect events that have occurred since the filing of the Original Form 10-K, or modified or updated those disclosures in any way other than as described in the preceding paragraph. 1 should be read in conjunction with the Companys filings made with the Commission subsequent to the filing of the Original Form 10-K.
### PART IV
Item 15.
(a) Financial Statements
The following financial statements are included with this report:
(b)Exhibits
(1)
Incorporated by reference to Exhibits 3.1, 3.2, 10.1 and 10.2 of the Companys Form S-1 Registration Statement which was declared effective on January 9, 2020.
(2)
Incorporated by reference to Exhibit 10.1 and 10.2 of the Companys current report on Form 8-K dated March 30, 2021.
(3)
Incorporated by reference to exhibits of the Companys report on Form 8-K filed on March 26, 2021.
(4)
Incorporated by reference to exhibits of the Companys annual report on Form 10-K filed on September 13, 2021.
(5)
XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document. These files will be added by amendment.
[
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d9ab2788b80f77319c67ddbda38bbb0f
|
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|
Coherent, Inc. (we, us, our, Company, or Coherent) is filing this Amendment No. 1 on Form 10-K/A (Amendment No. 1) to amend our
Annual Report on Form 10-K for the fiscal year ended October 3, 2020
(Original Filing), originally filed with the U.S. Securities and Exchange Commission (SEC) on December 1, 2020 (Original Filing Date), solely to include the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from our definitive proxy statement if such proxy statement is filed no later than 120 days after our fiscal year-end. 1 to include the Part III information in our Form 10-K because we will not file a definitive proxy statement containing such information within 120 days after the end of the fiscal year covered by the Original Filing. The reference on the cover page of the Original Filing to the incorporation by reference to portions of our definitive proxy statement into Part III of the Original Filing has been deleted. This Amendment No. 1 hereby amends and restates in its entirety the cover page and Items 10 through 14 of Part III of the Original Filing.
Pursuant to Rule 12b-15 under the Exchange Act, this Amendment No. 1 also contains new certifications by the principal executive officer and the principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15 of Part IV is amended to include the currently dated certifications as exhibits.
Except as expressly noted in this Amendment No. 1, this Amendment No. 1 does not reflect events that may have occurred subsequent to the Original Filing Date or modify or otherwise update any other disclosures contained in the Original Filing, including, without limitation, the financial statements. 1 should be read in conjunction with the Original Filing.
PART III
ITEM 10.
ITEM 11.
### EXECUTIVE COMPENSATION
ITEM 12.
ITEM 13.
ITEM 14.
PART IV
ITEM 15.
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a37bda004676015962bc7c862acb1396
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Portions of the registrants definitive Proxy Statement relating to the registrants 2021 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days following the end of the Companys fiscal year, are incorporated by reference in Part III of this Annual Report on Form 10-K as indicated herein.
EXPLANATORY NOTE
Newtek Business Services Corp., or together with its subsidiaries, where applicable, the Company, which may also be referred to as we, us or our, is filing this Amendment No. 1 (the Amendment) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 29, 2021 (the Form 10-K),
1 on Form 10-K/A (the Amendment) to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was originally filed with the Securities and Exchange Commission on March 29, 2021 (the Original Filing), is to include the following exhibit:
### Exhibit
Number
Description
23.2Consent of the Independent Registered Public Accounting Firm with respect to Newtek Merchant Solutions, LLC
The auditors consent for Newtek Merchant Solutions, LLC was inadvertently omitted in the Original Filing. The sole purpose of this Amendment is to correct this inadvertent omission of the consent from the Original Filing.
PART IV
ITEM15.
(a)(3)Exhibits.
The following exhibits are filed as part of this Amendment to the Annual Report on Form 10-K:
### Number
Description
23.2
Consent of Independent Registered Public Accounting Firm with respect to Newtek Merchant Solutions, LLC and Subsidiaries filed herewith.
31.1
Certification by Principal Executive Officer required by Rule 13a-14 under the Securities Exchange Act of 1934, as amended, furnished herewith.
31.2
Certification by Principal Financial Officer required by Rule 13a-14 under the Securities Exchange Act of 1934, as amended, furnished herewith.
32.1
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith.
32.2
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith.
|
4a068de85ae7518c84f1887de5b1a182
|
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Calculated as U.S. GAAP income tax provision or benefit plus adjusted tax expense and adjusted income tax provision. Adjusted earnings before income taxes would have been calculated as U.S. GAAP earnings before income taxes plus the total amount of pre-tax non-GAAP adjustments in reconciling U.S. GAAP net earnings to adjusted net earnings as described below.
### Adjusted Interest Expense
Mylan would have calculated adjusted interest expense as U.S. GAAP interest expense less interest expense related to clean energy investments, accretion of contingent consideration liabilities, restructuring and related costs, and other special items.
Adjusted Net Earnings
Mylan would have calculated adjusted net earnings by adding or deducting acquisition activity and other significant event activity to U.S. GAAP net earnings. Activity historically considered in this calculation includes purchase accounting related amortization, net litigation settlements and other contingencies, interest expense (primarily relating to clean energy financing and accretion of contingent consideration), clean energy investments pre-tax loss, acquisition related costs, restructuring related costs, share-based compensation expense, and other special items. This calculation also considers the tax effect of the previously mentioned items.
A-2
### Adjusted
Pre-Tax
Income
Mylan would have calculated adjusted pre-tax income as adjusted net earnings (as described above) plus or minus the U.S. GAAP reported income tax benefit or provision and the tax effect of non-GAAP adjustments and other income tax related items.
### Reconciliation of Viatris Adjusted EBITDA
Viatris intends to calculate adjusted EBITDA for purposes of its 2021 annual incentive program in the same manner as Viatris publicly reports adjusted EBITDA, except that the calculation for the incentive program will utilize budgeted foreign exchange rates. See
Reconciliation of U.S. GAAP Net Earnings to EBITDA and Adjusted EBITDA on pages
65-66 of the Original Filing for a reconciliation of Viatris U.S. GAAP net (loss) earnings to EBITDA and adjusted EBITDA for the twelve months ended December31, 2020.
A-3
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e321eca459149460577b81f444d8afb1
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Exhibit No.
Document
10.14
The Simply Good Foods Executive Severance Compensation Plan, dated July 23, 2018 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 27, 2018).
10.15
Form of Executive Severance Compensation Plan, Tier I Participation Agreement, dated July 23, 2018 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on July 27, 2018).
10.16
First Amendment to Amended and Restated Employment Agreement, dated October 16, 2019, between The Simply Good Foods Company and Joseph E. Scalzo. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on October 18, 2019)
10.17
Employment Agreement, dated November5, 2019, between Quest Nutrition, LLC and David Ritterbush (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K (File No. 001-38115) filed on November 7, 2019).
10.18
2017 Omnibus Incentive Plan, as amended from time to time Policy Regarding Treatment of Awards in the Event of an Awardees Retirement (incorporated by reference to Exhibit 10.18 to our Annual Report on Form 10-K filed on October 28, 2020).
21.1
Subsidiaries of The Simply Good Foods Company (incorporated by reference to Exhibit 21.1 to our Annual Report on Form 10-K filed on October 28, 2020).
23.1
23.2
Consent of Ernst & Young LLP.
31.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act.
101.INS
XBRL Instance Document
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).
____________________
(a)
Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.
|
91f5daf6bb0b77b34ce41e20f2ad07e5
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And reviews of financial statements included in our interim filings on Form 10-Q, as well as statutory audit fees related to our wholly-owned foreign subsidiaries. In accordance with the policy on Audit Committee pre-approval, 100% of audit services provided by the independent registered public accounting firm are pre-approved.
(2)
Represents, for 2020, fees billed for audit services in connection with the acquisition of Chef Software, Inc. and fees billed for audit services in connection with the implementation of Accounting Standards Update No. 2016-02,
Leases (Topic 842), and for 2019, fees billed for audit services in connection with the acquisition of Ipswitch, Inc. ("Ipswitch") and implementation review of our new financial systems platform. In accordance with the policy on Audit Committee pre-approval, 100% of audit-related services provided by the independent registered public accounting firm are pre-approved.
(3)
Includes fees primarily for tax services. In accordance with the policy on Audit Committee pre-approval, 100% of tax services provided by the independent registered public accounting firm are pre-approved.
-72-
The Audit Committee is responsible for appointing, setting compensation, and overseeing the work of our independent registered public accounting firm. The Audit Committee has established a policy regarding pre-approval of all audit and permissible non-audit services provided by the independent registered public accounting firm.
Requests for specific services by the independent registered public accounting firm which comply with the auditor services policy are reviewed by our Finance, Tax, and Internal Audit departments. Requests approved internally are aggregated and submitted to the Audit Committee in one of the following ways:
Request for approval of services at a meeting of the Audit Committee;or
Request for approval of services by the Chairman of the Audit Committee and then the approval by the full committee at the next meeting of the Audit Committee.
The request may be made with respect to either specific services or a type of service for predictable or recurring services.
-73-
### PART IV
Item15.
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The purpose of this Amendment to the Annual Report on Form 10-K for the Fiscal Year ended June 30, 2019 of PHI Group, Inc. (the Company or Registrant) filed with the Securities and Exchange Commission on March 11, 2021 (the Form 10-K/A No. 2) is to correct and replace the Auditors Report regarding the Companys financial statements in said Form 10-K. No other changes have been made to the Form 10-K filed on March 11, 2021, except those that were disclosed in Form 10-K/A filed with the Securities and Exchange Commission on March 18, 2021.
### ITEM 15. EXHIBITS
31.1 31.2
Certifications in Accordance with Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
### MS MADHAVA RAO
18115 Topham St., Tarzana, CA 91335
PHI Group Inc.
2323 Main Street,
### Irvine, CA 92614
(the Company) as of June 30, 2019, the related statements of operations, changes in shareholders deficit and the related notes (collectively referred to as the financial statements). The financial statements of the Company for the year ended June 30, 2018 were audited by other auditors, whose report, dated October 12, 2018 expressed an unqualified opinion on those financial statements. Our opinion, in so far as it relates to the year end June 30, 2018, is based solely on the report of other auditors. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2019, and the results of its operations and its cash flows for the period June 30, 2019, in conformity with accounting principles generally accepted in the United States of America.
### Basis for Opinion
The Company has an accumulated deficit of $42,688,547 and had a negative cash flow from operations amounting to $244,324 for the year ended June 30, 2019. These factors as discussed in Note 22 of the financial statements raise substantial doubt about the Companys ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 22.
### Critical Audit Matters
There are no critical audit matters.
### M. S. Madhava Rao
M.S. Madhava Rao
Chartered Accountant
### Bangalore, India
April 15, 2021
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0a7097bef1b524aac896b0e5a056c995
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Adopted a Plan of Conversion and Reorganization (the Plan). Pursuant to the Plan, 1895 Bancorp of Wisconsin, MHC will convert from the mutual holding company form of organization to the fully public form. 1895 Bancorp of Wisconsin, MHC will be merged into , and 1895 Bancorp of Wisconsin, MHC will no longer exist. will then merge into a new Maryland corporation, also named As part of the conversion, 1895 Bancorp of Wisconsin, MHCs ownership interest in will be offered for sale in a public offering. The existing publicly held shares of , which represent the remaining ownership interest in , will be exchanged for new shares of common stock of the new Maryland corporation.
The Plan provides for the establishment, upon the completion of the conversion, of special liquidation accounts for the benefit of certain depositors of the Bank in an amount equal to 1895 Bancorp of Wisconsin, MHCs ownership interest in the equity of as of the date of the latest balance sheet contained in the prospectus plus the value of the net assets of 1895 Bancorp of Wisconsin, MHC as of the date of the latest statement of financial condition of 1895 Bancorp of Wisconsin, MHC prior to the consummation of the conversion (excluding its ownership of ). The liquidation accounts will be reduced annually to the extent that eligible account holders have reduced their qualifying deposits. Direct costs of the conversion and public offering will be deferred and reduce the proceeds from the shares sold in the public offering.
The current Coronavirus pandemic has continued to have an economic impact on the United States and the international community. While the Company has not experienced a material adverse impact as of the date of these financial statements, the future impact, if any, cannot be determined.
Management has reviewed the Companys operations for potential disclosure or financial statement impacts related to events occurring after December31, 2020, but prior to the release of these consolidated financial statements. Based on the results of this review, no other subsequent event disclosures or financial statement impacts to these consolidated financial statements are required.
|
abee2431e9a487143607f646fedc7a9a
|
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A summary of fees paid or to be paid to PricewaterhouseCoopers LLP (PwC) for services rendered over the prior two fiscal years.
(1) Audit fees are the aggregate fees bills or expected to be billed for each of fiscal 2020 and 2019 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of quarterly financial statements for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
(2) Audit-related fees are the aggregate fees bills or expected to be billed for each of fiscal 2020 and 2019 for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements.
(3) All other fees are the aggregate fees bills or expected to be billed for each of fiscal 2020 and 2019 for products and services provided by the principal accountant, including a subscription fee for access to PwCs professional literature guide online.
### Pre-Approval Policy
The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy, under which the Audit Committee annually reviews and pre-approves the services that are expected to be provided by the outside auditor. Any engagement to provide audit or non-audit services that has not been pre-approved through that process must be specifically pre-approved by the Audit Committee if it is to be provided by the outside auditor. All of the services provided by PwC to us since their appointment were pre-approved by the Audit Committee.
PART IV
Item 15.
(a) The following documents were filed as a part of the Original Filing beginning on page F-1:
1.
Statements of Changes in Stockholders Equity for the years ended December 31, 2020 and 2019
2.
3. Exhibits
(b) Exhibits
EXHIBIT INDEX
*
Filed herewith.
**
***
Previously furnished with the Original Filing.
^
+
Certain schedules to or portions of this Exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of all omitted schedules to the SEC upon request.
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### EXPLANATORY NOTE
1 to the Annual Report on Form 10-K to we, us, the Company or our company are to NextGen Acquisition Corporation unless the context otherwise indicates.
This Amendment No. 1 (Amendment No. 1) to the Annual Report on Form 10-K/A amends the Annual Report on Form 10-K of NextGen Acquisition Corporation for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission (the SEC) on March 31, 2021 (the Original Filing).
Since issuance on October 9, 2020, our warrants were accounted for as equity within our balance sheet.
As a result of the foregoing, on May 12, 2021, our audit committee, in consultation with our management, concluded that our previously issued financial statements as of December 31, 2020 and for the period from July 29, 2020 (inception) through December 31, 2020 (collectively, the Affected Periods) should be restated because of a misapplication in the guidance around accounting for our outstanding warrants to purchase Class A ordinary shares (the Warrants) and should no longer be relied upon.
(ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with our historical interpretation of the specific provisions within its warrant agreement and our application of ASC 815-40 to the warrant agreement. We reassessed our accounting for the Warrants issued on October 9, 2020, in light of the SEC Staffs published views.
The change in accounting for the Warrants does not impact the amounts previously reported for our cash and cash equivalents, investments held in the trust account, or total cash flows from operations for any of these periods.
1 to include (i) certain restated items on the previously issued balance sheet dated as of October 9, 2020, the date that the IPO closed, that were previously reported on a Current Report on Form 8-K filed with the SEC on October 15, 2020, and (ii) restated financial statements as of December 31, 2020 and for the period from July 29, 2020 through December 31, 2020 that were previously reported on the Original Filing.
### Part I, Item 1A. Risk Factors
Part II, Item 7.
Part II, Item 8.
### Part II, Item 9.A. Controls and Procedures
Part IV, Item 15.
|
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|
Directors has determined that a majority of the board consists of members who are currently independent as that term is defined under Nasdaq Listing Rule 5605(a)(2). The Board considers Wayne D. Linsley and Dr. Kevin Muoz to be independent.
The board of directors as a whole carries out the function of a nominating and corporate governance committee.
Except as may be provided in our bylaws, we do not currently have specified procedures in place pursuant to which whereby security holders may recommend nominees to the board of directors.
### ITEM 14.
Our audit committee reviewed and pre-approved audit and permissible non-audit services performed by our independent registered public accounting firm, Salberg & Company, P.A. as well as the fees for such services to ensure that the provision of such services is compatible with maintaining independence.
The following table shows the fees for services provided by Salberg & Company, P.A.
### Audit Fees:
Audit fees consist of fees billed for professional services performed by Salberg & Company, P.A. for the audit of our annual consolidated financial statements, and the review of interim consolidated financial statements.
Audit-Related Fees:
Audit related fees may consist of fees billed by our independent registered public accounting firm for audit related consulting services related to registration statements. There were no such fees incurred by the Company in the fiscal year ended December 31, 2019.
### Tax Fees:
Tax fees may consist of fees for professional services, including tax compliance.
All Other Fees:
PART IV
### ITEM 15.
(a)
(1)
### Financial Statements:
The consolidated financial statements required by this Item are included beginning at page F-1.
(1)
All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the consolidated financial statements or the notes thereto.
(b)
### Exhibits
The following documents are included as exhibits to this report.
EXHIBIT INDEX
(a)
Exhibits.
*
Filed herewith.
+
#
Portions of this exhibit (indicated by asterisks) have been redacted in compliance with RegulationS-K Item601(b)(10)(iv).
|
eb2ad576196b43cb4a5dcce9ec4ac363
|
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|
### Explanatory Note
As used in this Amendment No. 1 to Form 10-K (
Amendment
), unless the context otherwise indicates, any reference to Athene, our Company, the Company, us, we and our refer to Athene Holding Ltd. together with its consolidated subsidiaries and any reference to AHL refers to Athene Holding Ltd. only.
We are amending our Annual Report on Form 10-K for the year ended December 31, 2020 (
2020 Annual Report
), as filed with the United States Securities and Exchange Commission (
SEC
) on February 19, 2021, to update Part III and include the additional information required. This amendment only includes the changes to Part III and the additional Exhibits listed in Part IV and does not reflect any events occurring after the filing of the Form 10-K.
On March 8, 2021, we entered into an Agreement and Plan of Merger (
### Merger Agreement
), by and among the Company, Apollo Global Management, Inc., a Delaware corporation (
AGM
), Tango Holdings, Inc., a Delaware corporation and a direct wholly owned subsidiary of AGM (
### HoldCo
), Blue Merger Sub, Ltd., a Bermuda exempted company and a direct wholly owned subsidiary of HoldCo (
Company Merger Sub
), and Green Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of HoldCo (
### AGM Merger Sub
). The Company and AGM have agreed, subject to the terms and conditions of the Merger Agreement, to effect an all-stock merger transaction to combine their respective businesses by: (1) AGM merging with AGM Merger Sub, with AGM surviving such merger as a direct wholly owned subsidiary of HoldCo (
AGM Merger
), (2) the Company merging with Company Merger Sub, with the Company surviving such merger as a direct, wholly owned subsidiary of HoldCo (
### Company Merger and, together with the AGM Merger,
Mergers
), and (3) as of the effective time of the Mergers (
### Effective Time
), changing the name of HoldCo to be Apollo Global Management, Inc.
Due to the proposed Mergers, we expect to delay our 2021 annual general meeting of shareholders until a later date to be announced.
### PART III
Item 10.
Item 11.
### Executive Compensation
Item 12.
### Item 13.
Item 14.
PART IV
Item 15.
|
459bee18f2a8a71384722ae2294b50dc
|
[{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}]
|
A definitive agreement for a proposed business combination and on a requirement that such initial business combination is approved by a majority of our board and a majority of the independent directors of our board.
The forward purchase agreements provide that each forward purchase party is entitled to certain registration rights with respect to its forward purchase shares. Each forward purchase partys commitment to purchase shares pursuant to the forward purchase agreements is intended to provide us with a minimum funding level for our initial business combination. The proceeds from the sale of the forward purchase shares may be used as part of the consideration to the sellers in the initial business combination, expenses in connection with our initial business combination or for working capital in the post-transaction company. Subject to the conditions in the forward purchase agreements, the purchase of the forward purchase shares will be a binding obligation of each forward purchase party, regardless of whether any ClassA ordinary shares are redeemed by our public shareholders in connection with our initial business combination.
In addition, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
### Related Party Loans
On June10, 2020, the sponsor agreed to loan the company up to $300,000 to be used for the payment of costs related to the initial public offering pursuant to the Note. The Note is non-interest bearing, unsecured and due on the earlier of December31, 2020 or the closing of the initial public offering. The company fully repaid the Note from the proceeds of the initial public offering not being placed in the trust account on August17, 2020.
The company has agreed to pay the sponsor a total of $25,000 per month for office space, utilities, secretarial and administrative support services.
ITEM14.
(1)
Audit Fees.
(2)
Audit-Related Fees.
(3)
Tax Fees.
(4)
All Other Fees.
### Policy on Board
### Non-Audit
PART IV
ITEM15.
(a)
(1)
### Financial Statements
(2)
(3)
### Exhibits
Item15.
|
a015465d5db4c6c3f5b411f0b1d973bd
|
[{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}]
|
And Chairman. Additionally, $2,000 of expense was paid by the CEO on behalf of the Company. The note was unsecured, with no stated interest rate and is due on demand. During the year ended December 31, 2018, $2,237 was repaid resulting in a balance as of period end of $69,788.
During the year ended December 31, 2018, the Company paid $36,000 of consulting fees to a company controlled by Mr. Trapasso in connection with Mr. Trapassos work as an employee. The Company paid $18,000 prior to Mr. Trapassos appointment to the Board.
At closing of the Layer Six transaction on September 18, 2018, the Company, in connection with the WW Asset Purchase Agreements with WW: (i) issued Mr. Bartholomew 72,443,182 shares of our common stock with a fair value of $3,803,267.06
A company controlled by Mr. Sosville will receive total payments of $500,000 for his representation of the WW Owners in the Layer Six transaction. The Company will pay a total of $100,000 of this amount directly, with $20,000 having been paid at closing, and an additional $10,000 having been paid through December 31, 2018. The remaining $400,000 will be paid by the WW Owners which includes Messrs. Lindauer and Bartholomew. Subsequent to December 31, 2018, the Company paid an additional $19,500 to a company controlled by Mr. Sosville.
As part of the asset purchase transaction with Infusionz, a company controlled by Mr. Sosville will be paid a fee of $150,000 for his representation of the sellers of Infusionz.
Item 14.
### Audit Fees
The aggregate fees billed by our independent registered public accounting firm, for professional services rendered for the audit of our annual financial statements for the years ended December 31, 2019 and 2018, including review of our interim financial statements were $53,300 and $ 8,800, respectively.
Audit Related Fees
We incurred fees to our independent registered public accounting firm of $0 and $0 for audit related fees during the fiscal years ended December 31, 2019 and 2018, respectively, which related to filings with the SEC.
### Tax and Other Fees
We incurred fees to our independent registered public accounting firm of $0 for tax and fees during the fiscal years ended December 31, 2019 and 2018.
PART IV
Item 15.
|
83ea15f691867e927c37e90c5c1df48e
|
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|
Inspired Entertainment, Inc. 1 on Form 10-K/A (the Amendment) to amend and restate certain items in its Annual Report on Form 10-K as of December 31, 2020, and December 31, 2019, and for the years ended December 31, 2020, and December 31, 2019, originally filed with the U.S. Securities and Exchange Commission (the SEC) on March 29, 2021 (the Original 10-K).
On May 7, 2021, after consultation with Marcum LLP, the Companys independent registered public accounting firm (the Independent Accountants), the Companys management and the audit committee of the Companys Board of Directors (the Audit Committee) concluded that it is appropriate to restate the Companys previously issued audited financial statements as of December 31, 2020, and December 31, 2019, and for the years ended December 31, 2020, and December 31, 2019 (the Relevant Periods), which were included in the Original 10-K.
### Fair Value Measurement
Effects of Restatement
As a result of the factors described above, the Company has included in this Amendment restated financial statements as of December 31, 2020 and December 31, 2019, and for the years ended December 31, 2020, and December 31, 2019, that were previously reported on the Original 10-K, to restate the following non-cash items: overstatement of additional paid in capital by $26.0 million as of January 1, 2019, December 31, 2019, and December 31, 2020, respectively; overstatement of accumulated deficit by $20.3 million, $16.2 million and $13.0 million as of January 1, 2019, December 31, 2019, and December 31, 2020, respectively; understatement of net loss by $4.1 million and $3.2 million for the years ended December 31, 2019, and December 31, 2020, respectively; understatement of basic and diluted net loss per common share of $0.19 and $0.15 for the years ended December 31, 2019, and December 31, 2020, respectively.
Other Amendments
We have also taken the opportunity to update for minor discrepancies in KPIs, unit counts and our liquidity and capital resources discussion in Part II, Item 7.
### Items Amended
The following items are amended in this Amendment: (i) Part I, Item 1. Business; (ii) Part II, Item 7. (iii) Part II, Item 9A. Controls and Procedures; and (iv) Part IV, Item 15.
|
18ab9aca039d4ad6eaf1c2eddad0c6ca
|
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|
Longer owns any Registrable Securities.
### Employees
Mr. Troy Owens, brother of Mr. Matthew R. Owens, our President and Chief Operating Officer, is employed by us as an engineer. Consistent with market compensation for his services, Mr. Troy Owens received approximately $0.3 million in aggregate cash compensation relating to the fiscal year ended December 31, 2020. In addition, Mr. Troy Owens received certain long-term incentives during the same period in the form of restricted stock units that vest over a period of three years.
ITEM14.
The audit of the Companys consolidated financial statements for the fiscal year ended December 31, 2020, was completed by PwC on March18, 2021. The Audit Committee has the sole authority and responsibility to retain, evaluate and replace the Companys auditors.
### Audit and Other Fees
The table below sets forth the aggregate fees billed by PwC, the Companys independent registered public accounting firm, for the last two fiscal years:
___________________________
(1) Audit fees consist of the aggregate fees billed for professional services rendered for (a) the audit of our annual financial statements included in our Annual Report on Form 10-K and a review of financial statements included in our Quarterly Reports on Form 10-Q, (b) the filing of our registration statements for equity securities offerings, (c) the audit of the annual stand-alone financial statements of our subsidiary, (d) services that are normally provided in connection with statutory and regulatory filings or engagements for those years and (e) accounting consultations.
The charter of the Audit Committee and its pre-approval policy require that the Audit Committee review and pre-approve the plan and scope of PwCs audit, audit-related, tax and other services. For the year ended December 31, 2020, the Audit Committee pre-approved 100% of the services described above.
ITEM 15.
(a)Documents Filed With This Report
1. Consolidated Financial Statements: Previously included in the Original Filing.
2. Consolidated Financial Statement Schedule: Financial statement schedules have been omitted because they are either not required, not applicable, or the information is otherwise included in the Original Filing.
3. Exhibits.
|
26040f5740479618f8732a8183492027
|
[{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}]
|
None.
### EXPLANATORY NOTE
Enochian BioSciences, Inc. (the Registrant, and together with its wholly owned subsidiaries, Enochian Biopharma, Inc., a Delaware corporation (Enochian Biopharma), Enochian Biosciences Denmark ApS, a Danish limited company (Enochian Denmark) and Enochian Technologies, Inc. a Nevada corporation (Enochian Technologies), the Company, we, us or our) is filing this Amendment No. 1 on Form 10-K/A (this Amendment) to its Annual Report on Form 10-K for the fiscal year ended June 30, 2021 (the Original Filing), which was originally filed with the Securities and Exchange Commission (the SEC) on September 24, 2021, solely to include the information required in Part III (Items 10 through 14) of Form 10-K. In addition, we are amending Item 15 of Part IV, (i) to include Exhibit 21.1 Subsidiaries, which was inadvertently omitted from the Original Filing as a result of administrative error and (ii) to include new certifications by our Chief Executive Officer and Chief Financial Officer as Exhibits 31.1 and 31.2 hereto, as required by Section 302 of the Sarbanes-Oxley Act of 2002, as amended, in accordance with Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended (the Exchange Act). However, because no financial statements are contained within this Amendment, we are not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.
Except as specifically described above, no other changes have been made to the Original Filing. In order to preserve the nature and character of the disclosures in the Original Filing, except as specifically discussed in this Amendment, no attempt has been made to modify or update such disclosures for events, which occurred subsequent to the Original Filing. Accordingly, this Amendment should be read in conjunction with the Companys subsequent filings with the SEC. Among other things, forward-looking statements made in the Original Filing have not been revised to reflect events that occurred or facts that became known to us after the filing of the Original Filing, and such forward-looking statements should be read in their historical context.
Page
### PART III
Item 10.
Item 11. Executive Compensation
Item 12.
### Item 14.
Item 15.
|
aef2fce4cdf958e41aa40e7a391c9ae2
|
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|
September 4, 2018, between CHS Capital, LLC and the buyer under the Framework Agreement, including Annex I thereto (and as amended thereby) (Incorporated by reference to our Form 10-K for the year ended August 31, 2018, filed December 3, 2018).
10.27A
Amendment No. 1 to 1996 SIFMA Master Repurchase Agreement, dated as of June 26, 2020, between CHS Capital, LLC, as seller, CHS Inc., as guarantor, and MUFG Bank Ltd., as buyer. (*)
10.28
Guaranty, dated as of September 4, 2018, by CHS Inc. in favor of the buyer under the Framework Agreement (Incorporated by reference to our Form 10-K for the year ended August 31, 2018, filed December 3, 2018).
10.29
CHS Inc. Strategic Leadership Team 2018 Retention Award Document. (Incorporated by reference to our Form 10-Q for the quarterly period ended February 28, 2019, filed April 3, 2019). (+)
10.29A
Description of Amendment to the CHS Strategic Leadership Team 2018 Retention Award Document
(*)
(+)
10.30
Letter Agreement, dated as of July 26, 2019, by and between Timothy N. Skidmore and CHS Inc. (Incorporated by reference to our Current Report on Form 8-K, filed July 29, 2019). (+)
10.31
Letter Agreement, dated January 7, 2020, between CHS Inc. and Olivia Nelligan (Incorporated by reference to our Current Report on Form 8-K, filed January 21, 2020). (+)
21.1
(*)
23.1
(*)
23.2
(***)
24.1
Power of Attorney. (*)
31.1
(*)
31.2
(*)
31.3
(***)
31.4
(***)
32.1
(*)
32.2
(*)
32.3
(***)
32.4
(***)
99.1
CF Nitrogen consolidated financial statements as of
### December 31, 2020 and
, and for the three years ended December 3
1, 2020
; and Independent Registered Public Accounting Firm
' s
Report for the three years ended December 31, 2020
,
(***)
101.SCH
(***)
101.CAL
(***)
101.DEF
(***)
101.LAB
(***)
101.PRE
(***)
(*) Filed with the Original Form 10-K on November 5, 2020, incorporated herein by reference.
(**) Portions of Exhibits 2.1 and 10.17 have been omitted pursuant to a confidential treatment order under the Exchange Act.
(***) Filed herewith.
(+) Indicates management contract or compensatory plan or agreement.
(b)
### EXHIBITS
The exhibits shown in Item 15(a)(3) of this Amendment are being filed herewith.
(c)
### SCHEDULES
None.
|
1234ebb828e7fc6107239d17f183249c
|
[{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}]
|
### EXPLANATORY NOTE
This Amendment No. 1 to Form 10-K (this Amendment No.1 or Form 10-K/A) is being filed to amend the Annual Report on Form 10-K for the fiscal year ended December 31, 2020, of W. R. Grace & Co., a Delaware corporation, originally filed February 26, 2021, with the United States Securities and Exchange Commission, or the SEC (the Original Filing). 1 to include in the Original Filing the information required by Part III (Items 10, 11, 12, 13, and 14) of Form 10-K. This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information required by such items of Part III of Form 10-K to be incorporated into by reference from a registrants definitive proxy statement, if such definitive proxy statement is filed with the SEC not later than 120 days after the end of the registrants fiscal year covered by such Form 10-K. 1 to include Part III information in the Original Filing because we will not file a definitive proxy statement within such 120-day period.
Part III (Items 10, 11, 12, 13 and 14) of the Original Filing is hereby deleted in its entirety and replaced with the following Part III set forth below, and Item 15 of Part IV of the Original Filing is being amended to add new exhibits, including certifications. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto as Exhibit 31(i).3 and Exhibit 31(i).4, respectively. Because no financial statements are included in this Amendment No. 1 and this Amendment No. Also, we are not including the certifications under Section 906 of Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment No. 1.
1 should be read in conjunction with the Original Filing and our other filings with the SEC. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events that occurred at a date subsequent to the filing of the Original Filing.
EXPLANATORY NOTE
### PART III
Item10.
Item11.
### Executive Compensation
Item12.
### Item13.
Item14.
PART IV
Item15.
|
9abc75ef7517117fd437ba08d7733505
|
[{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}]
|
Years ending March 31 for our sole officer.
We have no employment agreements with our sole officer. We do not contemplate entering into any employment agreements until such time as we begin profitable operations.
Further, no compensation has been paid subsequent to March 31, 2017.
There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our sole officer and director other than as described herein.
The sole member of our board of directors is not compensated for his services as a director. The board has not implemented a plan to award options to our directors. There are no contractual arrangements with our sole director. We have no directors service contracts. The following table sets forth compensation paid to our sole director for the years ended March 31, 2016 and 2017. Since that time we have not paid any compensation to Mr. Nagy either as an executive officer or as a director.
Director Compensation Table
Indemnification
Regarding indemnification for liabilities arising under the Securities Act of 1933, as amended, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND RELATED STOCKHOLDER MATTERS
The following table sets forth the total number of shares owned beneficially by our directors, officers and key employees, individually and as a group, and present owners of 5% or more of our total outstanding shares of 782,274,000. The table also reflects what their ownership will be assuming completion of the sale of all shares in our public offering. The stockholders listed below have direct ownership of their shares and possesses sole voting and dispositive power with respect to the shares.
ITEM 13.
Since the fiscal year ended March 31, 2017, Zoltan Nagy, CEO and Director, has advanced the Company funds to pay for general operating expenses. As of March 31, 2017 and 2016, $62,759 and $51,458, respectively, is due to Mr. Nagy. The amount due is unsecured, non-interest bearing and due on demand.
### ITEM 14.
PART IV
ITEM 15. EXHIBITS
|
34e2811c732fbb2e7424f220e7a12dc4
|
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|
And among Dragoneer Growth Opportunities Corp., Chariot Opportunity Merger Sub, Inc. and Cypress Holdings, Inc. (1)
3.1
Amended and Restated Memorandum and Articles of Association (2)
4.1
Warrant Agreement between Continental Stock Transfer& Trust Company and the Company (2)
4.2
Form of Specimen Unit Certificate. (incorporated by reference to Exhibit 4.1 to the amendment to the Companys Form
No.333-240078)).
4.3
Form of Specimen Class A Ordinary Share Certificate.
No. 333-240078)).
4.4
Form of Warrant Certificate.
No.333-240078)).
4.5
Description of Registrants Securities (3).
10.1
Private Placement Warrants Purchase Agreement between the Company and Dragoneer Growth Opportunities Holdings (2)
10.2
Investment Management Trust Account Agreement between Continental Stock Transfer& Trust Company and the Company (2)
10.3
Registration and Shareholder Rights Agreement between the Company and certain security holders (2)
10.4
Letter Agreement between the Company, Dragoneer Growth Opportunities Holdings and each of the officers and directors of the Company (2)
10.5
Forward Purchase Agreement between the Company and Dragoneer Funding LLC (2)
10.6
Form of Indemnity Agreement, dated August 13, 2020, between the Company and each of the officers and directors of the Company (2)
10.7
Sponsor Letter Agreement (1)
10.8
Form of Subscription Agreement (1)
10.9
Form of Transaction Agreement (1)
10.10
Amended and Restated Registration and Shareholder Rights Agreement (1)
10.11
Promissory Note, dated January 19, 2021, issued by Dragoneer Growth Opportunities Corp. to Dragoneer Growth Opportunities Holdings (previously filed as an exhibit to our Current Report on Form
8-K filed on January 22, 2021 and incorporated by reference herein).
31.1*
13a-14(a) and
31.2*
13a-14(a) and
32.1**
32.2**
101.INS*
XBRL Instance Document.
101.SCH*
101.CAL*
101.DEF*
101.LAB*
101.PRE*
*
Filed herewith.
**
Furnished herewith
(1)
8-K filed on February3, 2021 and incorporated by reference herein.
(2)
8-K filed on August19, 2020 and incorporated by reference herein.
(3)
Previously filed as an exhibit to our Annual Report on Form 10-K filed on March 29, 2021 and incorporated by reference herein.
ITEM16.
FORM
10-K
### SUMMARY
None.
|
582146ecb6835793cf9439bc0a717367
|
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|
### To the Board of Trustees and the Unit Owners of
North European Oil Royalty Trust
We have audited the accompanying statements of assets, liabilities and trust corpus of North European Oil Royalty Trust (the "Trust") as of October 31, 2020 and 2019, and the related statements of revenue collected and expenses paid, undistributed earnings, and changes in cash and cash equivalents, for each of the two years in the period ended October 31, 2020, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2020 and 2019, and its revenue collected and expenses paid, and changes in its cash and cash equivalents for each of the two years in the period ended October 31, 2020, in conformity with the modified cash basis of accounting described in Note 1.
### Basis for Opinion
### Basis of Accounting
As described in Note 1, these financial statements have been prepared on the modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America.
Mazars USA LLP
### We have served as the Trust's auditor since 2006
New York, NY
December 30, 2020
### PART IV
Item 15.
(a)The following is a list of the documents filed as part of this Report:
1.Financial Statements
Index to Financial Statements for the Fiscal Years Ended October 31, 2020 and 2019
2.Exhibits
The Exhibit Index following the signature page lists all exhibits filed with this Report or incorporated by reference.
### Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Trust has duly caused this Amendment No. 1 on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.
### Dated: February 24, 2021
/s/John R. Van Kirk
John R. Van Kirk, Managing Director and Principal Accounting Officer
### Exhibit Index
Exhibit
Page
(31)Certification of Chief Executive Officer and Chief Financial Officer
8 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32)Certification of Chief Executive Officer and Chief Financial Officer
10 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
105035c2974a5b920aae859d7c1a2aa5
|
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|
This Amendment to the Annual Report on Form 10-K (the Amendment) of Intec Pharma Ltd (the Company) amends the Companys Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the Securities and Exchange Commission on March 16, 2021 (the Original Report). The sole purpose of this Amendment is to refile Exhibit 23.1 that was originally filed with the Original Report to correct an incorrect date.
This Amendment speaks as of the original filing date, does not reflect events occurring after the filing of the Original Report and does not modify or update those disclosures that may be affected by subsequent events, and noother changes are being made to any other disclosure contained in the Original Report.
This Amendment is an exhibit-only filing, and except for the changes toExhibit23.1described above, this Amendment does not otherwise update any exhibits as originally filed or previously amended. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), new certifications by the Companys principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) of the Exchange Act.
Exhibit Index
*
Filed herewith
#
Previously furnished
**
### Previously filed
Certain portions of this agreement have been omitted under a confidential treatment order pursuant to Rule 406 of the Securities Act of 1933, as amended, and Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the SEC.
+
++
The schedules to the agreement have been omitted pursuant to Item 601(a)(5) of RegulationS-K.A copy of any omitted schedule will be furnished to the SEC upon request.
Certain agreements filed as exhibits to this Annual Report contain representations and warranties that the parties thereto made to each other. These representations and warranties have been made solely for the benefit of the other parties to such agreements and may have been qualified by certain information that has been disclosed to the other parties to such agreements and that may not be reflected in such agreements. Moreover, information concerning the subject matter of any such representations and warranties may have changed since the date of such agreements.
|
ea36959bae2970b3d6e5f1dca4766ed1
|
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|
### EXPLANATORY NOTE
Prospector Capital Corp. 1 to the Annual Report on Form 10-K/A, or this Amendment, to amend our Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on March 31, 2021, or the Original Filing, to restate our financial statements as of and for the period ended December 31, 2020 included in the Companys Annual Report on Form 10-K as of and for the period ended December 31, 2020.
Background of Restatement
On uly 1, 2021, the Companys management and audit committee of the board of directors (Audit Committee) of the Company determined that the Companys financial statements which were included in the Original Filing should no longer be relied upon due to an error in such financial statements relating to the Companys accounting for an aggregate of 7,750,000 warrants issued to Prospector Sponsor LLC (the Sponsor) (such warrants, the Private Placement Warrants) as equity instead of accounting for the Private Placement Warrants as derivative liabilities.
As a result of the SEC Statement, the Company reevaluated the accounting treatment of the Private Placement Warrants.
Based on managements evaluation, the Companys audit committee, in consultation with management, concluded that the Private Placement Warrants are not indexed to the Companys ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. Accordingly, the Private Placement Warrants are required to be classified as a liability measured at fair value at inception (on the date of issuance) and at each reporting date in accordance with ASC 820,
### Fair Value Measurement
As a result of that reassessment and in light of the SEC Statement, the Companys management determined that its disclosure controls and procedures as of December31, 2020 were not effective solely as a result of its accounting for the Private Placement Warrants as components of equity instead of as derivative liabilities.
ii
The Company has not amended its Original Filing for the period affected by the restatement.
Part I Item 1A. Risk Factors.
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15.
|
ccd68d8f23189e5939cdae1c9144eb44
|
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|
With the Commission as Exhibit 10.1 to the company's current report on Form 8-K on January 4, 2019, File No. 1-6311).
10.27+
Amendment, dated September 3, 2019, to Amended and Restated Employment Agreement with Quintin V. Kneen (filed with the Commission as Exhibit 10.9 to the company s quarterly report on Form 10-Q for the quarter ended September 30, 2019 filed on November 12, 2019, File No. 1-6311).
10.28+
Amended and Restated Employment Agreement with Samuel R. Rubio, dated and effective December 28, 2018 (filed with the Commission as Exhibit 10.5 to the company's current report on Form 8-K on January 4, 2019, File No. 1-6311).
10.29+
Form of Change of Control Agreement, entered into with certain of the company s officers (filed with the Commission as Exhibit 10.1 to the company s current report on Form 8-K on December 19, 2017, File No. 1-6311).
10.30+
Tidewater Inc. Short-Term Incentive Plan (effective for performance periods beginning January 1, 2019) (filed with the Commission as Exhibit 10.1 to the company s current report on Form 8-K on April 19, 2019, File No. 1-6311).
10.31+
Form of Retention Bonus Program Letter Agreement (entered into with certain executive officers in March 2020) (filed with the Commission as Exhibit 10.9 to the company s quarterly report on Form 10-Q for the quarter ended March 31, 2020 filed on May 11, 2020, File No. 1-6311
).
21**
Subsidiaries of the company.
23**
Consent of Independent Registered Accounting Firm Deloitte & Touche LLP
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
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.
101.SCH**
101.CAL**
Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF**
101.LAB**
101.PRE**
*Filed herewith.
** Filed with the Original Form 10-K.
+Indicates a management contract or compensatory plan or arrangement.
|
e35032569e791b2b463efd5d7577bcda
|
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|
This Amendment No. 1 on Form 10-K/A (this Amendment) amends the Annual Report on Form 10-K of CĪON Investment Corporation (the Company, we, us or our), for the fiscal year ended December 31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on March 16, 2021 (the Original Filing). This Amendment is being filed to amend and restate in its entirety Part III of the Original Filing to include the information required by and not included in Part III of the Original Filing (which was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information required by Part III of Form 10-K to be incorporated by reference in the Form 10-K from the Company's definitive proxy statement if such proxy statement is filed no later than 120 days after the end of the Company's fiscal year).
The Companys definitive proxy statement containing such information will not be filed by the Company within 120 days after the end of the
### Company's fiscal year
This Amendment is also being filed to amend and supplement Part IV, Item 15 of the Original Filing to add Exhibits 31.4, 31.5 and 31.6 filed herewith, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), and in accordance with Rule 13a-14(a) under the Exchange Act. Because no consolidated financial statements are contained within this Amendment, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.
Lastly, the cover page has been updated and amended.
, including the Companys consolidated financial statements and the notes to the consolidated financial statements
The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events that occurred at a date subsequent to the filing of the Original Filing other than as expressly indicated in this Amendment. Accordingly, this Amendment should be read in conjunction with the Original Filing and our other filings made with the SEC on or subsequent to March 16, 2021.
CĪON INVESTMENT CORPORATION
FORM 10-K
(AMENDMENT NO. 1)
Page
### PART III
Item10.
Item11. Executive Compensation
Item12.
Item13.
Item14.
### PART IV
Item15.
|
feba4891a11a797a9e1e84df145e0ac6
|
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|
1 to our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (SEC) on March 8, 2021 (the Original Form 10-K), solely to correct an inadvertent error in the content of Exhibit 23.1, Consent of Independent Registered Public Accounting Firm (the Consent). The Consent in the Original Form 10-K incorrectly included consent to the effectiveness of internal control over financial reporting as of December 31, 2020. On March 12, 2020, the SEC adopted amendments to the accelerated filer and large accelerated filer definitions. Because the Company no longer meets the accelerated filer definition, auditor attestation over internal control over financial reporting is no longer required. A corrected Consent is filed as an exhibit attached hereto.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), this Form 10-K/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K under the Exchange Act, paragraphs 3, 4 and 5 of the certifications have been omitted.
Other than the correction to the Consent, no other changes have been made to the Original Form 10-K. This Amendment No. 1 does not reflect subsequent events occurring after the filing date of the Original Form 10-K or modify or update in any way disclosures made in the Original Form 10-K. This Amendment No.
PART IV
(a)(1) Financial Statements:
Reference is made to the Index to Financial Statements under Item 8 in Part II of this Form 10-K.*
(a)(2) Financial Statement Schedules:
All schedules to the Companys Consolidated Financial Statements are omitted because of the absence of the conditions under which they are required or because the required information is included in the Consolidated Financial Statements or accompanying notes.*
(a)(3) Exhibits:
See the Exhibit Index immediately following the signature page of this report.
*Previously filed with our Original Form 10-K, filed with the SEC on March 8, 2021, which is being amended hereby.There are no financial statements included in this Form 10-K/A.
|
85752b298022559c5bc81273dee662a1
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|
FOR THE TRANSITION PERIOD FROM
TO
### EXPLANATORY NOTE
This Amendment No.1 on Form
10-K/A
(this Form
10-K/A) to the Annual Report on Form
10-K of Box, Inc. for the fiscal year ended January31, 2021, filed with the Securities and Exchange Commission (the SEC) on March19, 2021 (the Original
10-K) is being filed solely for the purpose of including the information required by Part III of Form
10-K.
This information was previously omitted from the Original
10-K in reliance on General Instruction G(3) to Form
10-K, which permits the information in the above referenced items to be incorporated in the Form
10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end.
We are filing this Amendment No.1 to include Part III information in our Form
10-K because we will not file a definitive proxy statement containing such information within 120 days after the end of the fiscal year covered by the Original
10-K.
In addition, this Form
10-K/A
(i)deletes the reference on the cover of the Original
10-K to the incorporation by reference of portions of our proxy statement into Part III of the Original
10-K and (ii)updates the exhibit list to include as an exhibit the Companys Form of 0% Convertible Senior Notes due 2026, which was inadvertently omitted from the exhibits filed with the Original
10-K.
### Pursuant to Rule
12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), this Form
10-K/A also contains certifications pursuant to Section302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Form
10-K/A and this Form
10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation
10-K/A does not modify or update disclosure in, or exhibits to, the Original
10-K.
Furthermore, this Form
10-K/A does not change any previously-reported financial results. Information not affected by this Form
10-K/A remains unchanged and reflects the disclosures made at the time the Original
10-K was filed.
Box, Inc.
Amendment No.1 to Annual Report on Form
10-K
For the Fiscal Year Ended January31, 2021
### PART III
Item10.
Item11.
### Executive Compensation
Item12.
### Item13.
Item14.
PART IV
Item15.
|
770389ffa32dbb45610f078dab1ee9bc
|
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|
Of the extended transition period is irrevocable. RSI is an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended, and has elected to take advantage of the benefits of this extended transition period. The Company remains an emerging growth company and is expected to continue to take advantage of the benefits of the extended transition period. This may make it difficult or impossible to compare the Company financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions for emerging growth companies because of the potential differences in accounting standards used.
ITEM 7A.
We have operations in the United States and Latin America. As such, we have been exposed in the past and may in the future be exposed to certain market risks, including interest rate, foreign currency exchange and financial instrument risks, in the ordinary course of our business. Currently, these risks are not material to our financial condition or results of operations, but they may be in the future.
### Interest Rate Risk
As of December 31, 2020, we had cash, cash equivalents and restricted cash of $262.1 million, which consisted primarily of bank deposits and money market funds. Such interest-earning instruments carry a degree of interest rate risk; however, historical fluctuations of interest income have not been significant. A 10% increase or decrease in the interests rates of these interest-earning instruments would not have a material effect on our consolidated financial statements for the year ended December 31, 2020.
We have been exposed to foreign currency exchange risk related to our transactions in currencies other than the U.S. Dollar, which is our functional and reporting currency. We do not currently hedge our foreign exchange exposure. Our foreign currency exposure is primarily with respect to the Colombian Peso (which accounted for less than 5% of our revenue for the fiscal years ended December 31, 2020 and 2019). A 10% increase or decrease in the value of these currencies to the U.S. Dollar would not have a material effect on our consolidated financial statements for the year ended December 31, 2020.
ITEM 8.
|
0cac29ba374427246a04a6839d27df3d
|
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|
### EXPLANATORY NOTE
On March10, 2021, Benefitfocus, Inc. filed its Annual Report on Form
10-K for the fiscal year ended December31, 2020 (the Original Form
10-K).
The Original Form
10-K omitted Part III, Items 10 (
), 11 (
Executive Compensation
), 12 (
), 13 (
),and 14 (
)in reliance on General Instruction G(3) to Form
10-K, which provides that such information may be either incorporated by reference from the registrants definitive proxy statement or included in an amendment to Form
10-K, in either case filed with the Securities and Exchange Commission (the SEC) not later than 120 days after the end of the fiscal year.
Our definitive proxy statement for the 2021 Annual Meeting of Stockholders will not be filed within 120days of the end of the last fiscal year. Accordingly, this Amendment No.1 to Form
10-K
(this Amendment) is being filed solely to: amendPart III, Items 10, 11, 12, 13, and 14 of the Original Form
10-K to include the information required by such Items; delete the reference on the cover of the Original Form
10-K to the incorporation by reference of portions of our proxy statement intoPart III of the Original Form
10-K; and file new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 15 of Part IV hereof, pursuant to
Rule12b-15under theSecurities Exchange Act of 1934, as amended (the Exchange Act). Because no financial statements are contained within this Amendment, we are not including certifications pursuant to Section906 of The Sarbanes-Oxley Act of 2002.
This Amendment does not otherwise change or update any of the disclosures set forth in the Original Form
10-K and does not otherwise reflect any events occurring after the filing of the Original Form
10-K.
Accordingly, the Amendment should be read in conjunction with the Original Form
10-K and the Companys filings made with the SEC subsequent to the filing of the Original Form
10-K.
As used in this Amendment, the terms Benefitfocus, Inc., Benefitfocus, Company, company, we, us, and our mean Benefitfocus, Inc. and its subsidiaries unless the context indicates otherwise.
Benefitfocus, Inc.
Form
10-K
For Year Ended December31, 2020
### PART III
Item 10.
### Item 11. Executive Compensation
Item 12.
Item 13.
### Item 14.
PART IV
Item 15.
|
dc9cf33ff882505565760da203ea00e1
|
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|
### EXPLANATORY NOTE
Roman DBDR Tech Acquisition Corp.
(the Company, we, our or us) is filing this Amendment No.1 to the Annual Report on Form10-K, or this Amendment, to amend our Annual Report on Form10-K for the period ended December31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on March29, 2021, or the Original Filing, to restate our financial statements as of and for the year ended December31, 2020 included in the Companys Annual Report on Form10-K filed with the SEC on March29, 2021 (the Original Financial Statements).
As a result, on May24, 2021, after consultation with Marcum LLP, the Companys independent registered public accounting firm, management and the audit committee of the Companys board of directors concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.
The Companys accounting for the Warrants, compensation expense, and transaction costs associated with the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Companys previously reported investments held in trust, cash flows or cash.
The Company has not amended its Current Report on Form8-K filed on November17, 2020 or its quarterly report on Form10-Q filed on November29, 2020 for the period affected by the restatement.
In addition, the Management Discussion & Analysis, Risk Factors, Note 9a and Item 8 have been updated to detail further disclosure of the effects and actions taken by management and the Board of Directors.
In addition, as required by Rule12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Companys principal executive officers and principal financial officer are filed as exhibits (in Exhibits 31.1, 31.2, 31.3, 32.1, 32.2, and 32.3) to this Amendment under Item 15 of PartIV hereof.
### Restatement Background
This Amendment reflects the reclassification of the warrants in light of the Public Statement, subsequent to the filing of the Original Financial Statements (see Item 8 and Note 2 of the notes to the financial statements included herein for more details on the impact of the restatement on our financial statements).
ii
PartII Item 7.
PartII Item 8.
PartII Item 9A. Controls and Procedures.
PartIV Item 15.
|
5c76b16a0dfff1a869eadfcdf2a725ec
|
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|
-
### EXPLANATORY NOTE
Capstar Special Purpose Acquisition Corp.
(the Company, we, our or us) is filing this Amendment No.1 to the Annual Report on Form10-K/A (the Amendment) to amend our Annual Report on Form10-K for the period ended December31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on March31, 2021 (the Original Filing) to restate our financial statements for the period from February14, 2020 (inception) through December31, 2020 included in the Original Filing (the Original Financial Statements).
As a result, after consultation with Marcum LLP, the Companys independent registered public accounting firm, the Companys board of directors concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.
The Company has not amended its Current Report on Form8-K filed with the SEC on July13, 2020 or its quarterly reports on Form10-Q filed on August17, 2020 and November13, 2020 for the period affected by the restatement. The financial information that has been previously filed or otherwise reported is superseded by the information in this Amendment, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon.
In addition, as required by Rule12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Companys principal executive officer and principal financial officer are filed as exhibits (in Exhibits 31.1, 31.2, 32.1, 32.2, and 32.3) to this Amendment under Item 15 of PartIV hereof.
Except as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Amendment does not reflect or purport to reflect any information or events occurring after the date of filing of the Original Filing or modify or update those disclosures affected by subsequent events.
### Restatement Background
On April12, 2021, the staff of the Division of Corporation Finance of the SEC issued a public statement (the Public Statement) on accounting and reporting considerations for warrants issued by special purpose acquisition companies (SPACs).
- ii
-
PartII Item 8.
PartII Item 9A. Controls and Procedures.
PartIV Item 15.
|
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|
Barnwell Industries, Inc. (the Company, our or Barnwell) is filing this Amendment No. 1 on Form 10-K/A (this Amendment) to its Annual Report on Form 10-K for the fiscal year ended September 30, 2020, which was originally filed on December 16, 2020 (the Original Filing), to include the information required by Part III of the Original Filing and not included in the Original Filing. This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from the Companys definitive proxy statement if such statement is filed no later than 120 days after the Companys fiscal year end. In addition, the reference on the cover of the Original Filing to the incorporation by reference of our definitive proxy statement into Part III of the Original Filing is hereby deleted. In addition, Item 15 of Part IV of the Original Filing is being amended by this Amendment to include new certifications by our principal executive officer and principal financial officer, as required by Rules 12b-15 and 13a-14 promulgated under the Securities Exchange Act of 1934, as amended, which are filed as Exhibits 31.1 and 31.2 to this Amendment.
Except as described above, this Amendment does not modify or update the disclosure in, or exhibits to, the Original Filing in any way, and the parts or exhibits of the Original Filing which have not been modified or updated are not included in this Amendment. Furthermore, this Form 10-K/A does not change any previously reported financial results, nor does it reflect events occurring after the filing date of the Original Filing. Information not affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time the Original Filing was filed. This Amendment continues to speak as of the date of the Original Filing, and except as expressly set forth in this Amendment, does not reflect events occurring after December 16, 2020, the filing date of the Original Filing, or modify or update those disclosures that may have been affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Companys other filings made with the Securities and Exchange Commission since the filing of the Original Filing, including amendments to those filings, if any.
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To Trademark License Agreement, dated December 17, 2019, between Levi Strauss & Co. and Genesco Inc.* Incorporated by reference to Exhibit (10)ee to the Companys Annual Report on Form 10-K for the fiscal year ended February 1, 2020. (File No. 1-3083).
hh.
Facility Letter, dated October 9, 2020, between Schuh Limited and Lloyds Bank plc. Incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed October 14, 2020. (File No. 1-3083).
(21)
(incorporated by reference to Exhibit 21 to Form 10-K filed March 31, 2021).
(23)
Consent of Ernst& Young LLP, Independent Registered Public Accounting Firm
(incorporated by reference to Exhibit 23 to Form 10-K filed March 31, 2021).
(24)
### Power of Attorney
(incorporated by reference to Exhibit 24 to Form 10-K filed March 31, 2021).
(31.1)
Certification of the Chief Executive Officer Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 31.1 to Form 10-K filed March 31, 2021).
(31.2)
Certification of the Chief Financial Officer Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 31.2 to Form 10-K filed March 31, 2021).
(31.3)
Certification of the Chief Executive Officer Pursuant to Section302 of the Sarbanes-Oxley Act of 2002.
(31.4)
Certification of the Chief Financial Officer Pursuant to Section302 of the Sarbanes-Oxley Act of 2002.
(32.1)
(incorporated by reference to Exhibit 32.1 to Form 10-K filed March 31, 2021).
(32.2)
(incorporated by reference to Exhibit 32.2 to Form 10-K filed March 31, 2021).
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.)
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
Exhibits (10)f through (10)o, (10)s through (10)x and (10)cc are Management Contracts or Compensatory Plans or Arrangements required to be filed as Exhibits to this Annual Report on Form 10-K.
*
Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment.
A copy of any of the above described exhibits will be furnished to the shareholders upon written request, addressed to Director, Corporate Relations, Genesco Inc., Genesco Park, Room 498, P.O. Box 731, Nashville, Tennessee 37202-0731, accompanied by a check in the amount of $15.00 payable to Genesco Inc.
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First Foundation,Inc. (FFI or the Company) is filing this Amendment No.1 on Form10-K/A (this amendment) to its Annual Report on Form10-K for theyear ended December31, 2020 (the Original Form10-K) solely to amend the cover pageand Item2 to reflect the current address of the Companys principal executive office. Except as described above, this Amendment does not modify or update disclosures presented in the Original Form10-K, nor does it reflect events occurring after the filing of the Original Form10-K or modify or update those disclosures. Accordingly, this Amendment should be read in conjunction with the Original Form10-K and the Companys filings with the SEC subsequent to the filing of the Original Form10-K.
### PART I
Item2.
Properties.
As of March12, 2021, FFI relocated its principal executive office to Dallas, Texas. The corporate headquarters for each of FFIs subsidiaries are located in Irvine, California. In addition to its headquarters in Dallas, Texas, the Company has offices in California in Irvine, Indian Wells, Pasadena, El Centro, West Los Angeles, El Segundo, Laguna Hills, Seal Beach, Auburn, Oakland, Sacramento, Roseville, Burlingame, Big Bear, Running Springs, Palos Verdes, Rolling Hills, Lucerne and San Diego, California; in Las Vegas, Nevada, and in Honolulu, Hawaii. All of these offices, except for the office in Auburn, California, Big Bear, California, and Running Springs, California, are leased pursuant to non-cancelable operating leases that will expire between 2021 and 2026. The building for the office in Auburn, California is owned by us and is on land that is leased under a non-cancellable lease that expires in 2028. The building and land for the offices in Big Bear and Running Springs are owned by us.
### PART IV
Item 15
31.1
(1)
Certification of Chief Executive Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002.
31.2
(1)
Certification of Chief Financial Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002.
101.INS
(2)
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.
101.SCH
(2)
101.CAL
(2)
101.DEF
(2)
101.LAB
(2)
101.PRE
(2)
The cover pagefrom the Companys Annual Report on Form10-K for theyear ended December31, 2020 has been formatted in Inline XBRL.
(1)
Filed herewith.
(2)
Previously filed.
|
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### EXPLANATORY NOTE
The Registrant is filing this Amendment No. 1 to Form 10-K for the fiscal year ended February 27, 2021 (Amendment No. 1) to correct an error on the cover page of the original Form 10-K as filed with the Securities and Exchange Commission on April 22, 2021 (the Original Form 10-K). The cover page of the Original Form 10-K showed incorrect amounts for the aggregate market value of the common stock held by non-affiliates and the number of shares beneficially owned by directors and executive officers. The correct amount for the aggregate market value of the common stock held by non-affiliates as of August 29, 2020 was $1,517,673,030 and the correct number of shares beneficially owned by directors and executive officers as of August 29, 2020 was 476,951 (rather than $1,486,168,316 and 3,082,800 shares, respectively, as originally shown, as the result of a typographical error), each as indicated on the cover page of this Amendment No. 1.
No changes are hereby made to the Registrants financial statements. Other than the change discussed above and the filing of the currently dated Section 302 certifications and updated XBRL data under Item 15 of Part IV of this Amendment No. 1, no changes have been made to the Original Form 10-K or the exhibits filed therewith. As such, this Amendment No. 1 should be read in conjunction with the Original Form 10-K.
The information contained in this Amendment No. 1 does not reflect events occurring subsequent to the filing of the Original Form 10-K.
PART IV
ITEM 15.
31.1
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002
31.2
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002
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 Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
104The cover page of Bed Bath & Beyond Inc.s Annual Report on Form 10-K/A for the year ended February 27, 2021, formatted in Inline XBRL (included within Exhibit 101 attachments)
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This Amendment No.1 on Form10-K/A (this Amendment) amends the Annual Report on Form10-K of AerSale Corporation (the Company) for the year ended December31, 2020, originally filed with the U.S.
This Amendment is being filed for the purpose of providing the information required by Item 7A of PartII of the Annual Report on Form10-K. This information was inadvertently omitted from the Original Filing.
Pursuant to Rule12b-15 under the Exchange Act, the Company is including Item 15 of PartIV with this Amendment, solely to file the certifications required under Section302 of the Sarbanes-Oxley Act of 2002.
Except as described above or as otherwise expressly provided by the terms of this Amendment, no other changes have been made to the Original Filing.
### AerSale Corporation
Annual Report on Form10-K/A for the Fiscal Year Ended December31, 2020
Part II
In the normal course of business, we are subject to market risks. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and sales. Our exposure to market risk includes fluctuating interest rates and changes in foreign exchange rates.
### Interest Rate Risk
We are exposed to the risk that our earnings and cash flows could be adversely impacted by fluctuations in interest rates associated with borrowings under our Amended and Restated Credit Agreement, or the Credit Facility, which has variable interest rates tied to LIBOR. As of December 31, 2020, we had no outstanding variable rate borrowings under our Credit Facility. Therefore, a ten percent increase in the average interest rate affecting our variable rate debt outstanding as of December 31, 2020 would not have had a material impact on our interest expense, financial position or continuing operations.
We primarily use the U.S. dollar as our functional currency in all markets in which we operate in order to reduce our foreign currency market risk. Only general office expense and payroll transactions are denominated in local currency.
A hypothetical ten percent devaluation of the U.S. dollar against foreign currencies would not have had a material impact on our financial position or continuing operations as of and for the year ended December 31, 2020.
Part IV
ITEM 15.
(b)
Exhibits.
### Incorporation by Reference
ExhibitNo.
Exhibit Index
### Form
File
No.
### Exhibit
Filing
Date
### Filed
Herewith
31.1
*
31.2
*
|
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|
To our officers or directors, any affiliate or family member of any of our officers or directors, any affiliate of our Sponsor or to any member of the Sponsor or any of their affiliates, (b) in the case of an individual, as a gift to such persons immediate family or to a trust, the beneficiary of which is a member of such persons immediate family, an affiliate of such person or to a charitable organization; (f) by virtue of the laws of the State of Delaware or our Sponsors limited liability company agreement upon dissolution of our Sponsor, (g) in the event of our liquidation prior to our consummation of our initial business combination; or (h) in the event that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, share exchange or other similar transaction which results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property;
ITEM 13.
For a complete discussion regarding certain relationships and related transactions, see the section titled Certain Transactions contained in our prospectus dated September 21, 2020, incorporated by reference herein.
### ITEM 14.
Audit Fees
The aggregate fees billed by Withum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from March 18, 2020 (inception) through December 31, 2020 totaled $69,985.
### Audit-Related Fees.
We did not pay Withum for audit-related fees for the period from March 18, 2020 (inception) through December 31, 2020.
Tax Fees
We did not pay Withum for tax planning and tax advice for the period from March 18, 2020 (inception) through December 31, 2020.
### All Other Fees
We did not pay Withum for other services for the period from March 18, 2020 (inception) through December 31, 2020.
Pre-Approval Policy
ITEM 15.
(1) Financial Statements:
### None.
*
Incorporated by reference to the Registrants Current Report Form S-1 filed on August 6, 2020. (SEC File No. 333-241670).
**
Incorporated by reference to the Registrants Registration Statement on Form S-1/A filed on August 17, 2020 (SEC File Nos. 333-241670).
***
Incorporated by reference to the Registrants Current Report on Form 8-K filed on September 25, 2020
### Item 16. FORM 10-K SUMMARY
None.
|
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|
[
Churchill Capital Corp Ii
]
### EXPLANATORY NOTE
Churchill Capital Corp II (the Company, we, our or us) is filing this Annual Report on Form 10-K/A (Amendment No. 1 or the Amendment), or this Annual Report, to amend our Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March 15, 2021 (the Original Filing), to restate our financial statements for the year ended December 31, 2020. We are also restating the financial statement as of July 1, 2019; as of and for the period ended September 30, 2019; as of December 31, 2019 and for the period ended April 11, 2019 (inception) to December 31, 2019; and as of and for the periods ended March 31, 2020, June 30, 2020 and September 30, 2020 (collectively, the Original Financial Statements), in the accompanying financial statements included in this Annual Report.
Restatement Background
In the Original Financial Statements, the Company classified (i) the public warrants and private placement warrants issued in connection with the Companys initial public offering (the Warrants), (ii) the convertible promissory note related party and (iii) the Prosus Agreement (defined herein) as equity instruments. Upon further consideration of the rules and guidance, management of the Company concluded that the Warrants, the convertible promissory note and the Prosus Agreement (collectively, the Derivative Instruments) are precluded from equity classification. As a result, the Derivative Instruments should be recorded as liabilities on the balance sheet and measured at fair value at inception and on a recurring basis in accordance with ASC 820,
As a result, on May 10, 2021, the Company's management and the Audit Committee of the Company's board of directors (the "Audit Committee"), after consultation with management and a discussion with Marcum LLP, the Company's independent registered public accounting firm (the "Independent Accounting Firm"), concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error. The Companys accounting for the Derivative Instruments as components of equity instead of as derivative liabilities did not have any effect on the Companys previously reported investments held in trust or cash.
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15.
|
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|
Day period commencing at least 150days after the Companys initial Business Combination, or (y)the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property.
The shares of ClassB common stock will automatically convert into shares of the Companys ClassA common stock at the time of its initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of ClassA common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial Business Combination, the ratio at which shares of ClassB common stock shall convert into shares of ClassA common stock will be adjusted (unless the holders of a majority of the outstanding shares of ClassB common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of ClassA common stock issuable upon conversion of all shares of ClassB common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO (not including the shares of Class A common stock underlying the Private Placement Units)plus all shares of ClassA common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (net of the number of shares of ClassA common stock redeemed in connection with the initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination.
### Note
Income Tax
As of December 31, 2020, the Company has $67,332 of U.S.
For the period from
### December 10,
2020 (inception) through December 31, 2020, the change in the valuation allowance was $
24,317.
A reconciliation of the federal income tax rate to the Companys effective tax rate at December 31, 2020 is as follows:
### Note
Subsequent Events
Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
|
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|
Our Board has determined that Mr.Ammermans simultaneous service on the audit committees of more than three public companies does not impair his ability to serve effectively as a member of our Audit Committee.
The Nominating and Corporate Governance Committee and the Board evaluate the independence of directors and director nominees under the criteria established by the Commission and the NYSE for director independence and for Audit Committee membership, including Rule 10A-3 under the Exchange Act.
### Item14.
Audit Fees
Audit fees are related to professional services rendered for the audit of the Companys consolidated annual financial statements, for the reviews of the Companys condensed consolidated financial statements included in the quarterly reports on Form 10-Q, for reviews of registration statements and certain periodic reports filed with the Commission and issuances of consents as well as proposed merger proxy procedures. The aggregate fees billed to the Company by KPMG LLP (KPMG) during 2020 for audit fees totaled $485,000. The aggregate fees billed to the Company by KPMG during 2019 for audit fees totaled $419,750.
### Audit-Related Fees
No audit-related fees were billed for 2020 or 2019.
Tax Fees
No fees for tax compliance, advice or planning were billed for 2020 or 2019.
### All Other Fees
All other fees billed for 2020 or 2019 were $1,780 in each of the respective years for accounting research software subscription fees.
The fees reported above were pre-approved by our Audit Committee. The Companys current policies and procedures require that all audit and audit-related services be pre-approved by the Audit Committee, except for fees approved in advance by the Audit Committee chair and disclosed to and ratified by the Audit Committee pursuant to the Audit Committees pre-approval policy for audit and permitted non-audit services.
### PART IV
Item15.
(a)
(1)
The Consolidated Financial Statements of J. Alexanders Holdings, Inc. and its subsidiaries, including the notes thereto, are included in Item 8.
(2)
Financial statement schedules are not included because they are inapplicable or not required, or because the required information is included in the Consolidated Financial Statements or notes thereto, included in Item 8.
(3)
The exhibits required to be filed as part of this report and exhibits incorporated herein by reference to other documents are listed as follows:
*
Denotes executive compensation plan or arrangement.
|
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|
Of this Form
10-K:
(1) Financial Statements:
### Page
F-2
### Financial Statements:
Balance Sheet (As Restated)
F-3
Statement of Operations (As Restated)
F-4
Statement of Changes in Stockholders Equity (As Restated)
F-5
Statement of Cash Flows (As Restated)
F-6
F-7toF-20
### None.
(3) The following Exhibits are filed as part of this report:
ExhibitNo.
Description
2.1
Business Combination Agreement, dated as of November 2, 2020, by and among the Registrant, WLLY Merger Sub Corp, and Aeva, Inc.***
3.1
Amended and Restated Certificate of Incorporation.*
3.2
Bylaws.**
4.1
Specimen Unit Certificate.**
4.2
Specimen Common Stock Certificate.**
4.3
Specimen Warrant Certificate.**
4.4
Warrant Agreement between Continental Stock Transfer& Trust Company and the Registrant.*
4.5
Description of Registrants Securities.
****
10.1
Form of Letter Agreement from each of the Registrants initial shareholders, officers and directors.**
10.2
Investment Management Trust Agreement between Continental Stock Transfer& Trust Company and the Registrant.*
10.3
Registration Rights Agreement*
10.4
Business Combination and Marketing Agreement between EarlyBirdCapital, Inc. and the Registrant.*
10.5
Stock Escrow Agreement between Continental Stock Transfer& Trust Company and the Registrant.*
10.6
Administrative Services Agreement between InterPrivate LLC and the Registrant.*
10.7
Services Agreement between the Registrant and Minesh Patel.*
10.8
Stockholder Support Agreement, dated as of November 2, 2020, by and among the Registrant, WLLY Merger Sub Inc. and certain stockholders of Aeva, Inc. party thereto.***
Code of Ethics.**
31.1
Certification of Principal Executive Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of Principal Financial and Accounting Officer pursuant to Section906 of the Sarbanes-Oxley Act of 2002.
*
Incorporated by reference to the Registrants Current Report on Form
8-K filed on February6, 2020
**
S-1
(SEC File Nos.
333-235849 and
333-236233).
***
S-4
(SEC File
No.333-251106)
****
Incorporated by reference to the Registrants Annual Report on Form
10-K for the fiscal year ended December31, 2019.
Item16. FORM
10-K
### SUMMARY
None.
|
a2f3dc09a477cc06a3adb4a663980926
|
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Merida Merger Corp. 1 to the Annual Report on Form 10-K/A (the Amendment) to amend the Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the U.S. Securities and Exchange Commission (the SEC) on March 31, 2021 (the Original 10-K) as a comprehensive amendment to amend and restate its financial statements and related footnote disclosures as of and for the year ended December 31, 2020, and the financial statements and related footnote disclosures included in the Annual Report on Form 10-K as of and for the period ended December 31, 2019 (the 2019 10-K), each of the Forms 10-Q as of and for the periods ended March 31, 2020, June 30, 2020 and September 30, 2020 (collectively, the Original 10-Qs), and the balance sheet as of November 7, 2019 (the November 7, 2019 Balance Sheet).
On July 23, 2021, the Companys management and audit committee of the board of directors (Audit Committee) of the Company determined, after consultation with Marcum LLP, the Companys independent registered public accounting firm, that the Companys financial statements which were included in the Original 10-K, 2019 10-K, the Original 10-Qs, and November 7, 2019 Balance Sheet should no longer be relied upon due to an error in such financial statements relating to the Companys accounting for an aggregate of 3,950,311 warrants issued to Merida Holdings, LLC and EarlyBirdCapital, Inc. (EarlyBirdCapital) in a private placement that closed concurrently with the closing of the Companys initial public offering (such warrants, the Private Warrants) as equity instead of accounting for the Private Warrants as derivative liabilities.
The SEC Statement advises, among other things, that certain settlement terms and provisions generally present in SPAC warrants preclude such warrants from being accounted for as equity.
### Fair Value Measurement
See Part IV, Item 15, Note 2, Restatement of Previously Issued Financial Statements of the notes to the financial statements of this Amendment for a more detailed discussion of the error and the effects of the restatement.
As a result of that reassessment and in light of the SEC Statement, the Companys management determined that its disclosure controls and procedures as of December31, 2020 were not effective solely as a result of its accounting for the Private Warrants as components of equity instead of as derivative liabilities.
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15.
|
34ffb7aa4a5138f9c3dcf672751c181e
|
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|
[
Value Exchange International Inc
]
PART IV
ITEM 15.
The financial statements are set forth under Item 8 of this Form 10-K. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.
ITEM 16. FORM 10-K SUMMARY.
### None
Exhibit List
The list of exhibits included in the attached Exhibit Index is hereby incorporated herein by reference.
### Exhibit
Number
Exhibit Title
3.1
Certificate of Amendment to the Articles of Incorporation of Value Exchange International, Inc.,dated Sept. 8, 2016.
(1)
3.1.1
Articles of Incorporation of Value Exchange International, Inc.
(1A)
4.1
Description of Securities registered under Section 12 of Securities Exchange Act (filed herewith)
10.1
Stock Purchase Agreement, dated 23 January 2017, by and among Value Exchange International, Inc.,Value Exchange International (China) Ltd., TapServices, Inc., and the sole shareholder of TSI.
(2)
14**
Code of Ethics, dated April 16, 2018
31.1*
31.2*
32.1*
Certifications of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certifications of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
XBRL Instance Document
101.SCH
101.CAL
101.LAB
101.PRE
101.DEF
*
Filed herewith
**
Filed with the SEC on July 20, 2009as Ex. 14.1 to Value Exchange International, Inc.s Quarterly Report on Form 10-Q for fiscal quarter ended May 31, 2009.
(1)
Incorporated by reference to Exhibit One to the Information Statement, dated October 18, 2016, and filed by Value Exchange International, Inc. with the Commission on October 25, 2016.
(1A)
Incorporated by reference to Exhibit 3.1 to the Form SB-2 Registration Statement, File No. 333-147493, filed by Value Exchange International, Inc. with the Commission on November 19, 2007.
(2)
Incorporated by reference to Exhibit 2.1 to the Form 8-K, dated January 25, 2017, filed by Value Exchange International, Inc. with the Commission on January 27, 2017.
The material contained in Exhibit 32.1 and Exhibit 32.2 is not deemed filed with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except to the extent that the Company specifically incorporates it by reference.
|
99149557d24eaba25d5d95e02c2b9227
|
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|
Interpace BioSciences, Inc. 3 on Form 10-K/A (this Amendment) to its annual report on Form 10-K for the fiscal year ended December 31, 2019, which was originally filed on April 22, 2020, as amended on May 29, 2020 and January 19, 2021 (the Original Filing), to amend and restate Item 9A of Part II, Controls and Procedures, with respect to our conclusions regarding the effectiveness of our internal control over financial reporting.
PART II
ITEM 9A
### CONTROLS AND PROCEDURES
Based upon that evaluation, the then CEO and CFO concluded at that time that the Companys disclosure controls and procedures were effective as of the end of the period covered by this report.
Subsequent to this evaluation and in light of the restatement of the Companys consolidated financial statements for the years ended December 31, 2019 and 2018 relating to the amortization and the impairment of certain intangible assets referenced in Note 1, Restatement of Previously Issued Consolidated Financial Statements, the Companys management, with the participation of the CEO and the CFO, has reevaluated the Companys disclosure controls and procedures as of December 2020, including whether the errors identified were the result of a material weakness in the Companys internal control over financial reporting. Based on this assessment, management has identified a material weakness in the Companys internal control over financial reporting related to properly identifying all the events that could trigger an asset impairment. As a result, the CEO and CFO concluded that the disclosure controls and procedures were not effective as of December 31, 2019 as a result of this material weakness.
### Remediation Plan
For the year ended December 31, 2019, management excluded the BioPharma business acquired from Cancer Genetics, Inc. on July 15, 2019 from managements report on internal control over financial reporting. This acquired business was not significant to the registrants consolidated financial statements.
Management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2019 and concluded that it is not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.
### EXHIBIT INDEX
Exhibit
No.
Description
31.1*
31.2*
*
Filed herewith.
|
8426de1350191f76654dd824fe6381a5
|
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|
By reference in this Report.
We incorporate the information under the headings CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS and CORPORATE GOVERNANCE MATTERSWhich Board Members Are Independent? in our Proxy Statement by reference in this Report.
We incorporate the information concerning the accounting fees and services of our independent registered public accounting firm, KPMG LLP, under the heading ITEM 4PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM in our Proxy Statement by reference in this Report.
PART IV
Item 15.EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
(a)1.
Consolidated financial statements of the registrant are included in Item 8 above.
2.
Schedules not included herein are omitted because they are inapplicable or not required or because the required information is given in the consolidated financial statements and notes thereto.
3.
### Exhibits
The following exhibits are filed with this Annual Report on Form 10-K, unless incorporated by reference. Management contracts and compensatory plans and arrangements are listed as Exhibits 10.1 through 10.25. We are party to a number of other instruments defining the rights of holders of long-term debt. No such instrument authorizes an amount of securities in excess of 10% of the total assets of Olin and its subsidiaries on a consolidated basis. Olin agrees to furnish a copy of each instrument to the Commission upon request.
*Previously filed as indicated and incorporated herein by reference.Exhibits incorporated by reference are located in SEC file No. 1-1070 unless otherwise indicated.
**The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline eXtensible Business Reporting Language (iXBRL) document. The consolidated financial statements and notes thereto contained in Part II, Item 8 were formatted in iXBRL in this Annual Report on Form 10-K.
Any exhibit is available from Olin by writing to the Secretary, Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105 USA.
Shareholders may obtain information from EQ Shareowner Services, our registrar and transfer agent, who also manages our Automatic Dividend Reinvestment Plan by writing to:EQ Shareowner Services, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120 USA, by telephone from the United States at 800-401-1957 or outside the United States at 651-450-4064 or via the Internet under Contact Us at www.shareowneronline.com
None.
|
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$25million in the aggregate, are entitled to make up to three demands, excluding short form demands, that we register such securities. However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-upperiod, which occurs (a) in the case of the Founder Shares, on the earlier of (A) one year after the completion of our initial business combination or (B) subsequent to our business combination, (i) if the last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-tradingday period commencing at least 150 days after our initial business combination or (ii) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property and (b) in the case of the Private Placement Warrants and the respective Class A common stock underlying such warrants, 30 days after the completion of our initial business combination.
Director Independence
Our board of directors has determined that Andrew Flett, Mark Licht and Kyle Messman, who constitute a majority of board, are independent directors as defined in the Nasdaq listing standards and applicable SEC rules.
### Item 14.
The firm of WithumSmith+Brown, PC (Withum) acts as our independent registered public accounting firm. The following is a summary of Withums fees for the period from August 11, 2020 (inception) through December 31, 2020 (Fiscal 2020).
Audit Fees. Withumns fees for services performed in connection with our Initial Public Offering, the review of our Form 10-Q for the quarter ended September 30, 2020, and the audit of our Fiscal 2020 financial statements included in this Annual Report on Form 10-K were approximately $68,900.
Audit-Related Fees. Withum did not render any assurance and related services related to the performance of the audit or review of financial statements in Fiscal 2020.
Tax Fees. For Fiscal 2020, Withum did not render services for tax compliance, tax advice or tax planning in Fiscal 2020.
All Other Fees. For Fiscal 2020, there were no fees billed for products and services provided by Withum other than those set forth above.
### PART IV
Item 15.
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Leisure Acquisition Corp. 1), or this Amendment, to amend our Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on March 15, 2021, or the Original Filing, to restate our financial statements (i) as of and for the years ended December 31, 2020, 2019 and 2018, as of December 5, 2017; as of and for the period ended September 11, 2017 (inception) to December 31, 2017; and as of and for the periods ended March 31, 2018, June 30, 2018, September 30, 2018, March 31, 2019, June 30, 2019, September 30, 2019, March 31, 2020, June 30, 2020 and September 30, 2020 (collectively, the Original Financial Statements) in the accompanying financial statements included in this Annual Report
### Restatement Background
In the Original Financial Statements, the Company classified the private placement warrants issued in connection with the Companys initial public offering and its working capital warrants issued on conversion of its convertible promissory notes (collectively, the private warrants) as components of equity. In addition, the Company did not account for its convertible promissory notes as a derivative liability (together with the private placement warrants and working capital warrants, the Derivative Instruments). Upon further consideration of the rules and guidance, the Companys audit committee, after consultation with management of the Company concluded that the Derivative Instruments are precluded from equity classification, but that the Companys public warrants issued in the Companys initial public offering (Public Warrants) could continue to be classified as equity.
As a result, on May 13, 2021, after consultation with Marcum LLP, the Companys independent registered public accounting firm, the Companys audit committee concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.
The change in the Companys accounting to treat its outstanding private warrants and its convertible promissory notes as derivative liabilities did not have any effect on the Companys previously reported investments held in trust, cash flows or cash.
The Company has not amended its Current Report on Form 8-K filed on December 11, 2017, its Annual Reports on Form 10-K or its Quarterly Reports on Form 10-Q and for the periods affected by the restatement.
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15.
|
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Capitol Investment Corp. V (the Company) is filing this Amendment No. 1 on Form 10-K/A (the Amendment) to amend and restate certain items in its Annual Report on Form 10-K as of and for the year ended December 31, 2020 (the Relevant Period), originally filed with the U.S. Securities and Exchange Commission (the SEC) on March 1, 2021 (the Original 10-K).
On May 10, 2021, the Companys management and the audit committee of the Companys board of directors (the Audit Committee) concluded that it is appropriate to restate the Companys previously issued audited financial statements for the Relevant Period, which were included in the Original 10-K.
As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 11,500,000 redeemable warrants (the Public Warrants) that were included in the units issued by the Company in its initial public offering (the IPO) and (ii) the 5,833,000 redeemable warrants that were issued to the Companys sponsors and independent directors in a private placement that closed concurrently with the closing of the IPO (together with the Public Warrants, the Warrants).
The warrant agreement includes a provision (the Replacement of Securities Upon Reorganization) the application of which could result in a different settlement value for the Warrants depending on their holder.
### Effects of Restatement
As a result of the factors described above, the Company has included in this Amendment: (i) certain restated items on the previously issued balance sheet dated as of December 4, 2020, the date that the IPO closed, that were previously reported on a Current Report on Form 8-K filed with the SEC on December 10, 2021, and (ii) restated financial statements as of and for the year ended December 31, 2020 that were previously reported on the Original 10-K, to restate the following non-cash items: understatement of liabilities and overstatement of temporary equity by approximately $23.1 million and $30.7 million as of December 4, 2020 and December 31, 2020, respectively; understatement of additional paid-in capital and accumulated deficit by approximately $8.5 million as of December 31, 2020; understatement of net loss by approximately $8.5 million for the year ended December 31, 2020; and understatement of basic and diluted net loss per share, non-redeemable common stock of $1.08 for the year ended December 31, 2020.
i
Items Amended
Risk Factors; (ii) Part II, Item 7. (iii) Part II, Item 8. (iv) Part II, Item 9A. Controls and Procedures; and (v) Part IV, Item 15.
|
a46a52fb5483d45ae79e864f42cc9b34
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### CERTAIN TERMS
Unless otherwise stated in this Annual Report on Form10-K (this Report), or the context otherwise requires, references to:
Advisors or our Advisory Board are to Jeff Stibel, Will Quist, Michael Kim, Eli Broverman, Carter Reum, Courtney Reum, Dan Teran, Jesse Pujji, Colin Walsh, and Jeff Hunter; founder shares are to shares of our ClassB common stock initially purchased by our sponsor in a private placement prior to the offering, and the shares of our ClassA common stock issued upon the conversion thereof; initial stockholders are to holders of our founder shares prior to our offering; management or our management team are to Chris Hollod and Matt Eby; management or our management team are to our officers and directors, and directors are to our current directors and director nominees; private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of the offering; public shares are to shares of our ClassA common stock sold as part of theunits in the offering;
QOMPLX are to QOMPLX,Inc.; sponsor are to Tailwind Sponsor LLC, a Delaware limited liability company; and we, us, our, company or our company are to Tailwind Acquisition Corp.
ii
### EXPLANATORY NOTE
Tailwind Acquisition Corp. (the Company, we, our or us) is filing this Annual Report on Form10-K/A (Amendment No.1), or this Amendment, to amend our Annual Report on Form10-K for the period ended December31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March31, 2021, or the Original Filing, to restate our financial statements as of December31, 2020 and for the period ended May29, 2020 (inception) through December31, 2020. We are also restating the financial statement as of September9, 2020, and the unaudited financial statements as of September 30, 2020 and as of and for the three months ended and for the period ended September30, 2020, in the accompanying financial statements included in this Annual Report (collectively, the Original Financial Statements).
As a result, on May13, 2021, the Companys audit committee, in consultation with management, concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.
The Company has not amended its Current Report on Form8-K filed on September15, 2020 for the period affected by the restatement.
### Restatement Background
PartII Item 7.
PartII Item 8.
PartII Item 9A. Controls and Procedures.
PartIV Item 15.
|
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### Explanatory Note
This Amendment No. 1 (this Amendment) to the Annual Report on Form 10-K for the year ended October 31, 2020 of Nordson Corporation filed with the Securities and Exchange Commission (the SEC) on December 18, 2020 (the Original Filing) is being filed solely for the purposes of correcting the disclosure in Item 12.
This Amendment amends and restates in its entirety Item 12 of Part III of the Original Filing.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment also contains new certifications by the principal executive officer and the principal financial officer of Nordson Corporation as required by Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15(a)(3) of Part IV of the Original Filing is amended to include the currently dated certifications as exhibits.
No other changes have been made to the Original Filing, other than as described above.
This Amendment does not reflect subsequent events occurring after the date of the Original Filing or modify or update any disclosures set forth in the Original Filing.
Accordingly, this Amendment should be read in conjunction with the Original Filing and the other filings of Nordson Corporation with the SEC.
### PART III
Item 12.
The information required by this Item is incorporated by reference to the caption Security Ownership of Nordson Common Shares by Directors, Director Nominees, Executive Officers and Large Beneficial Owners in our definitive Proxy Statement for the 2021 Annual Meeting of Shareholders.
### Equity Compensation Table
The following table sets forth information regarding equity compensation plans in effect as of October31, 2020:
(1) The number of shares reported may overstate dilution due to the inclusion of performance-based awards.
(2) Full value equity awards such as performance share incentive awards are not taken into account in the weighted-average price, as such awards have no exercise price.
(3) As of October 31, 2020, includes shares available for future issuance under the 2012 Plan, including for awards other than options, warrants and rights.
### PART IV
Item 15.
(a)(3)
31.1
Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Signatures
|
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|
[
]
### EXPLANATORY NOTE
1 on Form 10-K/A (the Amendment) to amend and restate certain items in its Annual Report on Form 10-K as of December 31, 2020 and for the period from June 11, 2020 (inception) through December 31, 2020, originally filed with the U.S.
On June 10, 2021, the Companys management and the audit committee of the Companys Board of Directors (the Audit Committee) concluded that it is appropriate to restate the Companys previously issued audited financial statements as of December 31, 2020 and for the period from June 11, 2020 (inception) to December 31, 2020 (the Relevant Period), which were included in the Original 10-K.
The restatement primarily related to consideration of the factors in determining whether to classify contracts that may be settled in an entitys own stock as equity of the entity or as an asset or liability.On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs) (the SEC Statement). As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 11,500,000 redeemable warrants (the Public Warrants) that were included in the units issued by the Company in its Initial Public Offering (the IPO) and (ii) the 5,425,000 redeemable warrants that were issued to the Companys sponsor in a private placement that closed concurrently with the closing of the IPO (together with the Public Warrants, the Warrants).
### Fair Value Measurement
Effects of Restatement
The Companys prior accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Companys previously reported operating expenses, net cash flows or cash.
The Company has not amended its previously filed Current Report on Form 8-K for the accounting of the warrants. The financial information that has been previously filed or otherwise reported on the balance sheet audit has been revised in this filing in Note 2.
See Note 2 to the Notes to Financial Statements included in Part II, Item 8 of this Amendment for additional information on the restatement and the related financial statement effects.
Risk Factors; (ii) Part II, Item 7. (iii) Part II, Item 8. (iv) Part II, Item 9A. Controls and Procedures; and (v) Part IV, Item 15.
|
15208566f2413f1e49b5ee504a2a5d9b
|
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|
Silver Bull Resources, Inc. (the Company) is filing this Amendment No.1 (this Amendment) to its Annual Report on Form10-K for the fiscal year ended October31, 2020, as filed with the Securities and Exchange Commission (SEC) on January28, 2021 (the Original Form 10-K). The purpose of this Amendment is to (i)file Exhibit10.3 (Joint Venture Agreement, dated as of September1, 2020, by and between the Company and Copperbelt AG), which was included in the list of exhibits in Item15 of PartIV of the Original Form10-K but was inadvertently omitted from the exhibits actually filed with the Original Form10-K, and (ii)include the interactive data files of Exhibit101 to the Original Form10-K, in accordance with Rule405 of SEC RegulationS-T, that were inadvertently omitted from the Original Form10-K.
In addition, pursuant to Rule12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), currently dated certifications from the Companys principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items307 and 308 of SEC RegulationS-K, paragraphs3, 4, and 5 of such certifications have been omitted. Similarly, because no financial statements have been included in this
### Amendment
, currently dated certifications pursuant to Section906 of the Sarbanes-Oxley Act of 2002 have been omitted.
Except as described above, no changes have been made to the Original Form10-K, and this Amendment does not amend, update or change any other items or disclosures in the Original Form10-K. The Original Form10-K continues to speak as of its original filing date. This Amendment does not reflect subsequent events occurring after the filing date of the Original Form10-K or modify or update in any way disclosures in the Original Form10-K.
### PART IV
Item 15.
See Index to Consolidated financial statements on page F-1.
* The following financial information from Silver Bull Resources, Inc.s Annual Report on Form10-K for the fiscal year ended October31, 2020, formatted in XBRL (Extensible Business Reporting Language): Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Loss, Consolidated Statement of Stockholders Equity, Consolidated Statements of Cash Flows
+ Indicates a management contract or compensatory plan, contract or arrangement.
Filed herewith under Items 1 and 2 Business and Properties.
|
396be5ce01dada2738c9173bcc3e3164
|
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|
### EXPLANATORY NOTE
1 to the Annual Report on Form 10-K to we, us, the Company or our company are to Malacca Straits Acquisition Company Limited, unless the context otherwise indicates.
This Amendment No. 1 to the Annual Report on Form 10-K/A (this Report) amends our Annual Report on Form 10-K for the period ended December 31, 2020, as filed with the Securities and Exchange Commission (SEC) on March 31, 2021 (the Original Report).
Since their issuances on July 17, 2020 in connection with our initial public offering (the IPO) and on July 21, 2020 in connection with the exercise of underwriters over-allotment option and until the date of the restatements, our warrants were reflected as a component of equity instead of liabilities on our balance sheet and, based on our application of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 815-40, Derivatives and Hedging, Contracts in Entitys Own Equity (ASC 815-40), our statement of operations did not include the subsequent non-cash changes in estimated fair value of the warrants. The views expressed in the SEC Staff Statement were not consistent with our historical interpretation of specific provisions within our warrant agreement, dated as of July 14, 2020 (the warrant agreement), and our application of ASC 815-40 to the warrant agreement.
Prior to filing this Report, in consultation with our audit committee, we concluded that the Companys (i) previously issued audited balance sheet dated as of July 17, 2020 which was related to its initial public offering; (ii) unaudited interim financial statements as of and for the three and nine months quarterly period ended September 30, 2020, as reported in the Companys Quarterly Report on Form 10-Q filed with the SEC on November 15, 2020; and (iii) audited financial statements as of December 31, 2020 and for the period January 1, 2020 (commencement of operations) through December 31, 2020 as reported in the Companys Annual Report on Form 10-K filed with the SEC on March 31, 2021 (collectively, the Affected Periods) should no longer be relied upon and should be restated and that the warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in our statement of operations each reporting period. On May 19, 2021, our audit committee authorized management to restate its audited financial statements for the period ended December 31, 2020 (the restatement).
### Part I, Item 1A. Risk Factors
Part II, Item 7.
Part II, Item 8.
### Part II, Item 9A. Controls and Procedures
Part IV, Item 15.
|
ad51f21820116beb8db0e73ecfdcc4a0
|
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|
Devotes all of her time to manage the affairs of the Company. She has agreed to work with no remuneration until such time as the Company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries, if any.
Item 12.
The following table sets forth certain information as of March 31, 2021, concerning the number of shares of common stock beneficially owned by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer.Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.
The percent of class is based on 26,281,600 shares of common stock and 5,000,000 of preferred stock issued and outstanding as of the date of this annual report.
24|Page
Item 13.
There are no promoters of the company, and have been none, as defined in Item 404(c)(1)(i) of Regulation S-K, other than the Companys director Natalija Tunevic.
During the year ended March 31, 2021, we had not entered into any transactions with our sole officer or director, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.
As of March 31, 2021, our director had loaned $68,328 ($105,310 as of March 31, 2020) to the Company to provide working capital for its business operations.
The Companys subsidiaries received $99,724 as advances from related parties as of March 31, 2021 ($135,917 as of March 31, 2020).
### Item 14.
Duringfiscal year ended March 31, 2021, we incurredapproximately $17,750 in fees to our principal independent accountants for professional services rendered in connection with the audit of our March 31, 2020 financial statements and for the reviews of our financial statements for the quarters ended June 30, 2020, September 30, 2020 and December 31, 2020.
PART IV
### Item 15. Exhibits
The following exhibits are included as part of this report by reference:
|
952b692b95f0315440068ffe80773ae2
|
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|
Among the Company, its executive officers, its directors, its advisory board members and Ascendant Sponsor LP (incorporated by reference to Exhibit 10.1 to the Companys Current report on Form
10.2
Investment Management Trust Agreement, dated July23, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Companys Current Report on From
10.3
Registration Rights Agreement, dated July 23, 2020, by and among the Company, Ascendant Sponsor LP, the Companys independent directors and the Companys advisory board (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form
10.4
Private Placement Warrants Purchase Agreement, dated July 23, 2020, by and between the Company and Ascendant Sponsor LP (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form
10.5
Administrative Services Agreement, dated July 23, 2020, by and between the Company and Ascendant Sponsor LP (incorporated by reference to Exhibit 10.5 to the Companys Current Report on Form
10.6
Securities Subscription Agreement between Ascendant Sponsor LP and the Registrant (incorporated by reference to Exhibit 10.7 to the Companys Registration Statement on Form
S-1
(File
10.7
Forward Purchase Agreement, dated as of June 23, 2020, by and between the Registrant and NEXON Co. Ltd. (incorporated by reference to Exhibit 10.9 to the Companys Registration Statement on Form
S-1
(File
No. 333-239623), filed with the SEC on July2, 2020).
10.8
Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form
10.9
Sponsor Support Agreement, by and among , Ascendant Sponsor LP and Beacon Street Group, LLC (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form
24.1**
Power of Attorney (included in the signature page of the Original Filing).
31.1
Certification of the Chief Executive Officer pursuant to Exchange Act Rules
13a-14(a) and
31.2
Certification of the Chief Financial Officer pursuant to Exchange Act Rules
13a-14(a) and
32.1
32.2
101.INS
XBRL Instance Document
101.SCH
101.CAL
101.DEFXBRL
Taxonomy Extension Definition Linkbase Document
101.LABXBRL
Taxonomy Extension Label Linkbase Document
101.PREXBRL
### Taxonomy Extension Presentation Linkbase 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 herewith.
**
Previously filed.
|
0bfa0dd4b89d8d1d4deccf89c1e999e9
|
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|
This Amendment No.1 to Form10-K(this Amendment) amends the Annual Report on Form10-Kfor the fiscal year ended December31, 2020 originally filed on March 30, 2021 (the Original Form 10-K) by Danimer Scientific, Inc. (Danimer, the Company, we, or us). On May 7, 2021, we filed a Current Report on Form 8-K with the Securities and Exchange Commission (SEC) disclosing the determination by management and the audit committee of our board of directors that, as a result of the re-evaluation described below, we will restate our previously issued Consolidated Financial Statements and related disclosures as of and for the year ended December 31, 2020. Refer to Note 1 to our Consolidated Financial Statements of this Amendment for additional information.
On April 12, 2021, the Division of Corporation Finance and the Office of the ChiefAccountantof the SEC (Staff) released a public statement entitled
In the statement, the Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of SPACs such as Danimer. As a result of the Staff Statement and in light of evolving views as to certain provisions commonly included in warrants issued by SPACs, we re-evaluated our accounting for the warrants issued in connection with our initial public offering and concluded that the private warrants (Private Warrants) should be accounted for as derivative liabilities pursuant to Accounting Standards Codification 815-40,
Derivatives and Hedging: Contracts in Entitys Own Equity
, rather than as components of equity as we had previously treated them.
As a result, we are restating in this Amendment our Consolidated Financial Statements as of and for the period ended December 31, 2020 to reflect the change in accounting treatment (the Restatement).
In connection with the Restatement, we reassessed the effectiveness of our disclosure controls and procedures for the period affected by the Restatement. As a result of that reassessment, we determined that our disclosure controls and procedures were not effective because we identified a material weakness in our controls over the accounting for complex financial instruments, such as the Private Warrants. For more information, see Item 9A.
This Amendment sets forth the Original Form 10-K in its entirety; however, this Amendment amends and restates only the following items of the Original Form 10-K and only with such modifications as necessary to reflect the Restatement.
Part II, Item 8, Financial Statements and Supplementary Data;
### Part II, Item 9A, Controls and Procedures; and
Part IV, Item 15
|
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|
### EXPLANATORY NOTE
First Eagle Alternative Capital BDC, Inc., a Delaware corporation, or together with its subsidiaries, where applicable, the Company, which may also be referred to as we, us or our, is filing this Amendment No.1 (the Amendment) to its Annual
ReportonForm10-Kforthe fiscal year ended December31, 2020, which was filed with the SEC on March5,
2021(theForm10-K),
### The sole purpose of this Amendment No.1 onForm
10-K/A(the
Amendment) to First Eagle Alternative Capital BDC, Inc.s , a Delaware corporation, (the Company) Annual Report onForm
10-Kfor the fiscal year ended December31, 2020, which was originally filed with the Securities and Exchange Commission on March5, 2020 (the Original Filing), is to include the following exhibit:
### Exhibit
Number
Description
23.2
Consent of the Independent Registered Public Accounting Firm with respect to First Eagle Logan JV, LLC
The Company had in its possession an executed copy of Exhibit 23.2, dated as of the date of the Original Filing, at the time of such filing; however, Exhibit 23.1 from the Original Filing was inadvertently copied into Exhibit 23.2. Accordingly, the auditors consent for First Eagle Logan JV, LLC was inadvertently omitted in the Original Filing. The sole purpose of this Amendment is to correct thisinadvertentomission of theconsentfrom the Original Filing.
This Amendment speaks as of the date of the Original Filing. Except as noted herein, the Amendment does not modify or update in any way disclosures made in the Original Filing (other than to include Exhibit 23.2 as described above), or reflect events that may have occurred subsequent to the Original Filing.
This Amendment contains only the exhibit to the Original Filing that is being corrected and new certifications pursuant to Sections 302 and 1350 of the Sarbanes-Oxley Act of 2002. Unaffected parts or exhibits of the Original Filing are not included herein. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time of the Original Filing.
### ARTIV
Item15.
3. Exhibits required to be filed by Item 601 ofRegulationS-K
The following exhibits are filed as part of this Amendment to the Annual Report on
Form10-K:
23.2
Consent of the Independent Registered Public Accounting Firm with respect to First Eagle Logan JV, LLC*
31.1
### Certification of Chief Executive Officer
31.2
### Certification of Chief Financial Officer
31.3
Certification of Chief Accounting Officer Pursuant to Ruld
13a-14(a) under the
32.1
1350)*
32.2
1350)*
32.3
Certification of Chief Accounting Officer Pursuant to 18 U.S.C. 1350)*
*
Filed herewith.
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3e6b67a6e71fd776bb343f846dbfd69f
|
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|
In AAMCs quarterly reports on Form 10-Q during those fiscal years and for services that are normally provided by the independent registered public accounting firm and affiliates in connection with statutory and regulatory filings or engagements for the relevant fiscal year.
### Audit-Related Fees
This category includes the aggregate fees billed for audit-related services by the independent registered public accounting firm that are reasonably related to the performance of the audits or reviews of the financial statements and are not reported above under Audit Fees.
### Tax Fees
This category would include the aggregate fees billed for professional services rendered by the independent registered public accounting firm for tax compliance and tax planning.
### All Other Fees
This category would include the aggregate fees billed for products and services provided by the independent registered public accounting firm that are not reported above under Audit Fees, Audit-Related Fees or Tax Fees. We did not incur any such other fees for the years ended December 31, 2020 and 2019.
The Audit Committee considered the fees paid to Ernst & Young LLP for the fiscal year ended December 31, 2020 and determined that the services and fees are compatible with the independence of Ernst & Young LLP.
### Audit Committee Pre-Approval Policy
The Audit Committee is required to pre-approve the audit and (unless the de minimus exception of applicable law permits) non-audit services performed by the independent registered public accounting firm in order to assure that the provision of such services does not impair the independent registered public accounting firms independence. Unless a type of service to be provided by the independent registered certified public accounting firm has received general pre-approval, it will require specific pre-approval by the Audit Committee. For the fiscal years ended December 31, 2020 and 2019, all fees associated with the independent registered public accounting firms services were pre-approved by the Audit Committee.
The Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated will report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent registered public accounting firm to management.
### Part IV
Item 15.
Exhibits.
The exhibits listed below are filed with this Amendment and the exhibits listed in Item 15 of the Original Form 10-K are hereby incorporated by reference in this Amendment.
Signatures
|
ca9da849c7d8a8ea4fd3c9acaab267ad
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|
Seaport Global Acquisition Corp. (the Company) is filing this Amendment No.1 on Form10-K/A (the Amendment) to amend and restate certain items in its Annual Report on
Form10-K as of December31, 2020 and for the period from July24, 2020 (inception) through December31, 2020, originally filed with the U.S. Securities and Exchange Commission (the SEC) on April2, 2021 (the Original 10-K).
The SEC Staff Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to those issued by the Company at the time of its initial public offering in December2020.
On December2, 2020, the Company consummated an initial public offering (the IPO) of 14,375,000 units. Each unit consists of one share of ClassA common stock of the Company, par value $0.0001 per share, and three-quarters of one redeemable warrant of the Company, with each whole warrant entitling the holder thereof to purchase one ClassA common stock for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $143,750,000.
Simultaneously with the closing of the initial public offering, the Company completed the private sale of an aggregate of 6,062,500 private placement warrants to the Companys sponsor, Seaport Global SPAC, LLC, at a purchase price of $1.00 per private placement warrant, generating gross proceeds of $6,062,500.
### Effects of Restatement
As a result of the factors described above, the Company has included in this Amendment: (i)certain restated items on the previously issued balance sheet dated as of December2, 2020, the date that the IPO closed, that were previously reported on a Current Report on Form8-K filed with the SEC on December8, 2020 (the IPO Closing 8-K), and (ii)restated financial statements as of December31, 2020 and for the period from July24, 2020 through December31, 2020 that were previously reported on the Original 10-K, to restate the following non-cash items: understatement of liabilities and overstatement of ClassA common stock subject to possible redemption by approximately $22.8 million and $17.3 million as of December2, 2020 and December31, 2020, respectively; overstatement of additional paid-in capital and understatement of accumulated deficit by approximately $2.3 million as of December31, 2020; understatement of net income by approximately $2.3 million for the period from July24, 2020 through December31, 2020; and understatement of basic and diluted net income per share, non-redeemable common stock of $0.50 for the period from July24, 2020 through December31, 2020.
Items Amended
Risk Factors; (ii)PartII,Item 7. (iii)PartII,Item 8. and (iv) Part II, Item 9a; (v)PartIV,Item 15.
|
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|
Financial statements, review of the financial information included in our Forms
10-Q for the respective periods and other required filings with the SEC for the period from December 31, 2019 through December 31, 2020 totaled $88,490.
### Audit-Related Fees
We did not pay Withum for consultations concerning financial accounting and reporting standards for the period from December31, 2019 through December31, 2020.
Tax Fees
We did not pay Withum for tax planning and tax advice for the period from December31, 2019 through December31, 2020.
### All Other Fees
We did not pay Withum for other services for the period from December31, 2019 through December31, 2020.
Pre-Approval
### Policy
Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non- audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).
PART IV
ITEM15.
(a)
10-K/A:
(1)
Financial Statements:
(2)
None.
(3)
### Exhibits
Exhibit
No.
Description
3.1
4.1
4.2
Description of Registrants Securities.*
10.1
10.2
Investment Management Trust Account Agreement between Continental Stock Transfer& Trust Company and the Company.(1)
10.3
Agreement among the Registrant, the Sponsor and certain other equityholders named therein. (1)
10.4
Letter Agreement among the Registrant, the Sponsor and the Registrants officers and directors.(1)
10.5
Administrative Services Agreement between the Registrant and the Sponsor.(1)
10.6
Forward Purchase Agreement between the Registrant and an affiliate of the Sponsor. (1)
List of Subsidiaries*
31.1
13a-14(a) and
31.2
13a-14(a) and
32.1
32.2
### Exhibit
No.
Description
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. *
101.SCH
Inline XBRL Taxonomy Extension Schema Document *
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document *
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document *
The cover page for the Companys Quarterly Report on Form 10-K has been formatted in Inline XBRL and contained in Exhibit 101
*
Filed herewith
**
Furnished herewith
(1)
8-K, filed with the SEC on November23, 2020.
ITEM16.
FORM
10-K
### SUMMARY
Not applicable.
|
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|
WASHINGTON, D.C. 20549
### FORM 10-K /A
Amendment No. 1
(MARK ONE)
[X]
For the fiscal year ended January 31, 2021 or
[_]
For the transition period from _________ to _________
Commission File Number:
0-55077
### NEUTRA CORP.
Wyoming
27-4505461
(I.R.S.
54 Sugar Creek Center Blvd., Suite 200
### Sugar Land, Texas
(Zip code)
702-793-4121
### Title of Each Class
Common stock $0.001 par value
### OTC Markets QB
Yes [_] No [X]
### Yes [_] No [X]
Yes [X] No [_]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
### Yes [X] No [_]
Indicate by check mark if disclosures of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Yes [X] No [_]
Large accelerated filer
[_]
Accelerated filer
[_]
Non-accelerated filer
[X]
Smaller reporting company
[X]
(Do not check is smaller reporting company)
Emerging growth company
[_]
[_]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
### Yes [_] No [X]
The Aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter, July 31, 2020 was $2,181,705.
There were 1,518,950,011 shares of the Registrants common stock outstanding as of May 17, 2021.
### EXPLANATORY NOTE
1 to our Annual Report on Form 10-K for the year ended January 31, 2021 (Form 10-K) is to submit Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the Interactive Data Files for our Form 10-K for the year ended January 31, 2021, filed with the Securities and Exchange Commission on May 17, 2021.
PART IV
ITEM 15.
______________
(1)
Incorporated by reference to our Form S-1 filed with the Securities and Exchange Commission on February 24, 2011.
(2)
Previously filed or furnished with original Annual Report on Form 10-K for January 31, 2021 filed with the Securities and Exchange Commission on May 17, 2021.
(3)
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ebfb5db63000b079ee04beadc9f3ba0c
|
[{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}]
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we, us or our company are to Eucrates Biomedical Acquisition Corp., a BVI business company with limited liability; the BVI are to the British Virgin Islands; founder shares are to ordinary shares initially purchased by our sponsor in a private placement prior to our initial public offering; initial shareholders are to our sponsor and any of our officers or directors that hold founder shares; insiderunits are to the units sold to our sponsor and/or its designees upon consummation of our initial public offering; our management or our management team refer to our officers and directors; privateunits refer to the insiderunits; ordinary shares refer to the ordinary shares of no par value in the company; private shares and private warrants refer to the ordinary shares and warrants, respectively, included within the privateunits; public shares are to ordinary shares which were sold as part of theunits in our initial public offering and references to public shareholders refer to the holders of our public shares, including our initial shareholders to the extent our initial shareholders purchase public shares, provided that their status as public shareholders shall exist only with respect to such public shares; our sponsor are to Eucrates LLC, a Delaware limited liability company, the managing members of which are Parag Saxena, our Chief Executive Officer, and Stelios Papadopoulos, our Chairman; and our warrants or public warrants are to the warrants which were sold as part of theunits in our initial public offering.
### EXPLANATORY NOTE
Eucrates Biomedical Acquisition Corp. 1 to the Annual Report on Form 10-K/A, or this Amendment, to amend our Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on March 31, 2021, or the Original Filing, to restate our financial statements as of and for the periods ended October 27, 2020 and December 31, 2020 included in the Companys Current Report on Form 8-K and Annual Report on Form 10-K filed with the SEC on November 2, 2020 and March 31, 2021, respectively (collectively, the Original Financial Statements).
As a result, on June 17, 2021, after consultation with Marcum LLP, the Companys independent registered public accounting firm, the Companys board of directors concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error.
The Company has not amended its Current Report on Form 8-K filed on November 2, 2020 for the period affected by the restatement.
### Restatement Background
ii
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15.
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fad9d0fa34153abfc788bcf78a193b0b
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[{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}]
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CytRx Corporation (the Company, we or us) is filing this Amendment No.1 on Form 10-K/A (the Amendment) to its annual report on Form 10-K for the fiscal year ended December 31, 2020, which was originally filed with the Securities and Exchange Commission (the Commission) on March 24, 2021 (the Original 10-K).
The purpose of the Amendment is (1)to file Exhibit4.3, which was inadvertently omitted from the Original 10-K, (2)to revise the title page to reflect that our securities are registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the Act) rather than Section12(b) of the Act and (3) to conform the formatting and wording of the cover page to the requirements of the latest version of Form 10-K. Except as otherwise expressly noted herein, this Amendment does not amend or otherwise update any other information in our Original 10-K. Accordingly, this Amendment should be read in conjunction with our Original 10-K.
### PART IV
Item 15.
(a) The following documents are filed as part of this 10-K:
(
) Consolidated
### Financial Statements
No financial statements are filed with this Amendment No.1. These items were included as part of the Original 10-K.
(2
)
None. Financial statement schedules have not been included because they are not applicable or the information is included in the financial statements or notes thereto.
(b) Exhibits
See Exhibit Index to this Annual Report, which is incorporated herein by reference.
### CytRx Corporation
Form 10-K Exhibit Index
*
**
### Filed herewith.
Confidential treatment has been requested or granted for certain portions which have been blanked out in the copy of the exhibit filed with the Securities and Exchange Commission. The omitted information has been filed separately with the Securities and Exchange Commission.
++
Pursuant to applicable securities laws and regulations, the Registrant is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as the Registrant has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fails to comply with the submission requirements. These interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.
Item 16.
### FORM 10-K SUMMARY
None.
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8bf8a9510fe43db42307d58d0b2e0bf4
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[{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}]
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Restated equity balances at January 1, 2019. For each subsequent quarter and year end, the liability was revalued and the change in fair value reflected in Change in fair value of warrant liability in the Statement of Operations.
The following presents a reconciliation of the unaudited Balance Sheets from the balances previously reported to the restated balances as of March 31, 2020, June 30,2020, September 30, 2020, March 31, 2019, June 30, 2019 and September 30, 2019.
The following presents a reconciliation of the unaudited Statements of Operations from the amounts previously reported to the restated amounts for the three month period ended March 31, 2020, the three and six month periods ended June 30, 2020, the three and nine month periods ended September 30, 2020, the three month period ended March 31, 2019, the three and six month periods ended June 30, 2019 and the three and nine month periods ended September 30, 2019.
The following tables contain the restatement of previously reported unaudited Statements of Cash Flows for the three month period ended March 31, 2020, the six month period ended June 30, 2020, the nine month period ended September 30, 2020, the three month period ended March 31, 2019, the six month period ended June 30, 2019 and the nine month period ended September 30, 2019.
On January 4, 2021 the Company consummated the business combination (the Closing) contemplated by the Agreement and Plan of Merger, dated as of August 6, 2020 (as amended, the Merger Agreement), by and among the Company, MFAC Merger Sub Inc., a Pennsylvania corporation and an indirect wholly-owned subsidiary of the Company (Merger Sub), BankMobile Technologies, Inc., a Pennsylvania corporation (BankMobile), Customers Bank, a Pennsylvania state chartered bank and the sole stockholder of BankMobile (Customers Bank), and Customers Bancorp, Inc., a Pennsylvania corporation and the parent bank holding company for Customers Bank.
As a result of the Closing and the transactions contemplated by the Merger Agreement, (i) BankMobile merged with and into Merger Sub (the Merger), with Merger Sub surviving the Merger as a wholly-owned indirect subsidiary of the Company, and (ii) the Companys name was changed from Megalith Financial Acquisition Corp. to BM Technologies, Inc.
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were available to be issued on July 12, 2021. Other than the restatements above in Note 9, the Company determined that there have been no other events that have occurred that would require adjustments to the disclosures of the consolidated financial statements.
EXHIBIT INDEX
*
Filed herewith
**
Furnished herewith
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456d614be247c40c1ad5de67e1e47825
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[{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}]
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Inspired Entertainment, Inc. 1 on Form 10-K/A (the Amendment) to amend and restate certain items in its Annual Report on Form 10-K as of December 31, 2019, and September 30, 2018, and for the year ended December 31, 2019, the three months ended December 31, 2018, and the year ended September 30, 2018, originally filed with the U.S. Securities and Exchange Commission (the SEC) on March 30, 2020 (the Original 10-K).
As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 7,999,900 warrants originally issued as part of the Companys initial public offering (the IPO) and (ii) the 11,079,230 warrants issued in private placements in connection with the IPO and the Merger (as defined elsewhere in this Amendment) (the Private Placement Warrants, together with the Public Warrants, the Warrants).
On May 7, 2021, after consultation with Marcum LLP, the Companys independent registered public accounting firm (the Independent Accountants), the Companys management and the audit committee of the Companys Board of Directors (the Audit Committee) concluded that it is appropriate to restate the Companys previously issued audited financial statements as of December 31, 2019, and September 30, 2018, and for the year ended December 31, 2019, the three months ended December 31, 2018 and the year ended September 30, 2018 (the Relevant Periods), which were included in the Original 10-K. This Amendment includes the restated audited financial statements for the Relevant Periods.
, the Company concluded that a provision in the warrant agreement precludes the Warrants from being accounted for as components of equity.
### Fair Value Measurement
Effects of Restatement
As a result of the factors described above, the Company has included in this Amendment restated financial statements as of December 31, 2019 and September 30, 2018, and for the year ended December 31, 2019, the three months ended December 31, 2018, and the year ended September 30, 2018, that were previously reported on the Original 10-K, to restate the following non-cash items:
See Note 1 to the Notes to Consolidated Financial Statements Restatement of Previously Reported Information included in Part IV, Item 15 of this Amendment for additional information on the restatement and the related financial statement effects.
For a discussion of managements consideration of this and other material weaknesses identified, see Item 9A.
Other Amendments
We have also taken the opportunity to update for minor discrepancies in our liquidity and capital resources discussion in Part II, Item 7.
### Items Amended
The following items are amended in this Amendment: (i) Part II, Item 7. ; (ii) Part II, Item 9A. Controls and Procedures; and (iii) Part IV, Item 15.
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bab10c7f347b18744ec355dfb2abd196
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[{"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}]
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Millennium Group Management LLC is the managing member of Millennium Management LLC, which is the general partner of Millennium International Management LP, the investment manager to ICS Opportunities, Ltd. Millennium Group Management LLC may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies (US) LLC. The foregoing is based on information contained in a Schedule 13G filed with the Securities and Exchange Commission on January11, 2021.
As of December31, 2020, we had no compensation plans (including individual compensation arrangements) under which equity securities of the registrant were authorized for issuance.
PART IV
ITEM15. EXHIBITS, FINANCIAL STATEMENTS, AND SCHEDULES
(1) Financial Statements:
### Page
F-2
### Financial Statements:
Balance Sheet as of December31, 2020 (Restated)
F-3
Statement of Operations for the Period from May 19, 2020 (inception) through December31, 2020 (Restated)
F-4
Statement of Changes in Stockholders Equity for the Period from May19, 2020 (inception) through December31, 2020 (Restated)
F-5
Statement of Cash Flows for the Period from May 19, 2020 (inception) through December31, 2020 (Restated)
F-6
Restated Notes to Financial Statements
F-7
### None.
ExhibitNo.
Description
3.1
3.2
Bylaws.**
4.1
Specimen Unit Certificate.**
4.2
Specimen Share Certificate.**
4.3
4.4
Warrant Agreement between Continental Stock Transfer
4.5
10.1
Form of Letter Agreement from each of the Registrants initial stockholders, officers and directors.**
10.2
Investment Management Trust Agreement between Continental Stock Transfer
10.3
### Registration Rights Agreement*
Code of Ethics.**
31.1
Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section
31.2
Certification of Principal Financial Officer and Principal Financial and Accounting Officer pursuant to Section
### Certification pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
101.
INS Inline XBRL Instance Documentthe instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.
SCH Inline XBRL Taxonomy Extension Schema Document
101.
CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
ExhibitNo.
Description
101.
DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.
LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.
PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
*
Incorporated by reference to the Registrants Current Report Form
8-K filed on August10, 2020.
**
S-1
(SEC File Nos.
333-239941 and
333-240430).
Item16. FORM
10-K
### SUMMARY
None.
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