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### Explanatory Note
1 (Amendment No. 1) to our Annual Report on Form 10-K for the year ended December 27, 2020 (the Original Form 10-K), as filed with the Securities and Exchange Commission on February 11, 2021 (the Original Filing Date), solely to correct an administrative error in the content of Exhibit 23.1, Consent of Independent Registered Public Accounting Firm (the Consent) that resulted in an improperly worded auditors consent. A new Exhibit 23.1 with the appropriate corrections is filed as Exhibit 23.1 attached hereto.
Except as described above, no changes have been made to the Original Form 10-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 Form 10-K. This Amendment No.
1 and this Amendment No.
### PART IV
Item 15.
Exhibit Number
23.1
Consent of KPMG LLP.*
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
*
Filed herewith
|
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This Amendment No. 2 to Achison Incs (the Company) Form 10-K for the year ended on March 31, 2020, originally filed with the Securities and Exchange Commission on July 6, 2020 and Form 10-K/A filed on October 7, 2020 (collectively the Annual Report), is being filed for the purpose of correcting the nomenclature of the common stock by revising the Companys Balance Sheets as of March 31, 2020 and 2019 by adding Class A to indicate that the only common stock that the Company has authorized is Class A common stock. Other than as set forth in this Amendment No. 2, the information contained in the Annual Report, filed on July 6, 2020 and October 7, 2020, remains unchanged.
ACHISON INC
### BALANCE SHEETS
Item 6. Exhibits
Exhibit
### Number
Description of Exhibit
31.1*
Certification of Chief Executive Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a)
31.2*
Certification of Chief Financial Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a)
32.1*
Section 1350
* Filed herewith.
|
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|
### FORM 10-K/A FOR THE
Period
ENDED DECEMBER31, 2020 i
### EXPLANATORY NOTE
KINS Technology Group Inc. 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 30, 2021, or the Original Filing, to restate our financial statements as of December 31, 2020 and for the period ended December 31, 2020 (the Original Financial Statements) as defined term included in the Companys annual report.
As a result, on June 17, 2021, the audit committee of the Companys board of directors concluded that the Original filing should no longer be relied upon and are to be restated in order to correct the classification error.
The Company has not previously amended its Current Report on Form 8-K filed on December 17, 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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|
This Annual Report on Form 10-K/A amends the registrants Annual Report on Form 10-K, as filed by the registrant with the Securities and Exchange Commission on March 25, 2021, as follows:
### To add Exhibit 4.4; and
To reflect that Timothy Terry is the Companys Principal Executive Officer. The original Form 10-K incorrectly reflected that Moishe Gubin was the Principal Executive Officer.
Except as described above, no other information contained in Form 10-K is amended by this Form 10-K/A. In order to comply with the technical requirements of Rule 12b-15 in connection with the filing of this Form 10-K/A, updated certifications are being filed with this Form 10-K/A.
Item 15.
Exhibit No.
Description
### Exhibit 4.4
Description of Securities
E
XHIBIT
31.1
Rule 13a-14(a)/15d-14(a) Certification, signed by Timothy Terry
E
XHIBIT
31.2
Rule 13a-14(a)/15d-14(a) Certification, signed by Joel Klein
E
XHIBIT
32.1
Section 1350 Certification, signed by Timothy Terry
E
XHIBIT
32.2
### Section 1350 Certification, signed by Joel Klein
|
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|
### EXPLANATORY NOTE
This Amendment No. for the fiscal year ended June 30, 2021, as filed with the Securities and Exchange Commission on August 16, 2021 (the Original Filing).
This amendment is being filed for the sole purpose of amending and restating in its entirety Item 15. Exhibits and Consolidated Financial Statement Schedules under Part IV of the Original Filing to correct hyperlinks to exhibits that were filed in conjunction with the Original Filing. Due to a technical error, these hyperlinks were not functional in our original August 16, 2021 filing. Except as noted above, this Form 10-K/A does not update or modify any disclosures in or reflect any events occurring after the filing of the Original Filing. Accordingly, this Form 10-K/A should be read in conjunction with the Original Filing.
-
-
### PART IV
Item 15
PART IV
ITEM15
-
-
### PART IV
Item 15
Filed herewith.
-
-
### PART IV
Signatures
SIG
### NATURES
DATED August 19, 2021
ResMed Inc.
/s/
### MICHAEL J. FARRELL
Michael J. Farrell
Chief executive officer
-
-
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|
Golden Nugget Online Gaming, Inc. (formerly known as Landcadia Holdings II, Inc., GNOG or 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 for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on March 31, 2021 (the Original 10-K). The restatement includes the Companys financial statements and accompanying notes for the period ending December 31, 2020 and reflects a change in accounting for our warrants, which were initially recorded as a component of equity. The Company recently evaluated the terms of its warrants and determined such warrants should be classified as a derivative liabilities measured at fair value, with the changes in fair value each period reported in earnings in accordance with GAAP. The following items have been amended in this Amendment: (i) Part I, Item 1A. 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.
|
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Be the beneficial owner of 5% or more of our common shares, and by each director and named executive officer, and by all directors and named executive officers as a group, contained under the caption Principal Shareholders in our Proxy Statement for our 2021 Annual Meeting of Shareholders, is incorporated herein by reference.
Item 13.
Information about transactions with related persons; review, and approval or ratification of transactions with related persons reported under the caption Principal Shareholders, and information about director independence reported under the caption Election of Directors, in our Proxy Statement for our 2021 Annual Meeting of Shareholders is incorporated herein by reference.
### Item 14.
Information about our Audit Committees pre-approval policy for audit services, and information on our principal accounting fees and services reported under the caption Ratification of the Selection of Our Independent Auditors in our Proxy Statement for our 2021 Annual Meeting of Shareholders is incorporated herein by reference.
PART IV
Item 15.
|
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|
The trust account, permitted withdrawals or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith.
Item 14.
Audit Fees
The aggregate fees billed by Marcum 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 July 14, 2020 (inception) through December 31, 2020 totaled $42,745.
### Audit-Related Fees.
We did not pay Marcum for consultations concerning financial accounting and reporting standards for the period from July 14, 2020 (inception) through December 31, 2020.
Tax Fees
We did not pay Marcum for tax planning and tax advice for the period from July 14, 2020 (inception) through December 31, 2020.
### All Other Fees
We did not pay Marcum for other services for the period from July 14, 2020 (inception) through December 31, 2020.
Pre-Approval Policy
### PART IV
Item 15.
|
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10.16 (*)
Indemnity Agreement by and between the Company and Joshua Weisenburger, dated October 21, 2020, filed as Exhibit 10.11 to the Companys Current Report on Form 8-K, filed with the Commission on October 26, 2020.
14.1 (*)
Code of Ethics, filed as Exhibit 14.1 to the Company's Annual Report on Form 10-K, filed with the Commission on March 12, 2021.
31.1 (#)
31.2 (#)
31.3 (#)
32.1 (#)(##)
1350.
32.2 (#)(##)
1350.
32.3 (#)(##)
1350.
101.INS (#)
XBRL Instance Document
101.SCH (#)
101.CAL (#)
101.DEF (#)
101.LAB (#)
101.PRE (#)
(*)
(#)
Filed herewith.
(##)
The certifications attached as Exhibits 32.1, 32.2, and 32.3 that accompany this Report, are not deemed filed with the SEC and are not to be incorporated by reference into any filing of Yellowstone Acquisition Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Report irrespective of any general incorporation language contained in such filing.
Item 16.
### FORM 10-K SUMMARY
None.
|
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### EXPLANATORY NOTE
Sports Entertainment Acquisition Corp. 2), or this Amendment, to amend and restate certain items in its Annual Report for the period ended December 31, 2020 on Form 10-K originally filed with the Securities and Exchange Commission (the SEC) on March 30, 2021 and the first amendment thereto filed on Form 10-K/A, originally filed with the SEC on March 31, 2021 (together, the Original Filing) to restate our financial statements as of and for the period ended December 31, 2020 (the Affected Period) included in the Original Filing (the Original Financial Statements).
As a result, on May 27, 2021, the Companys management in consultation with the Company audits 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 Company has not amended its Current Report on Form 8-K filed on October 13, 2020 for the Affected Period.
### Restatement Background
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15.
|
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|
### NOTE
CohBar, Inc. 1 (the Amendment) to amend its annual report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission (the SEC) on March 30, 2021 (the Original Form 10-K).
This Amendment is being filed solely to refile the certifications of the Companys principal executive officer and principal financial officer as exhibits to this Amendment as required pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934.
No attempt has been made in this Amendment to otherwise modify or update the other disclosures presented in the Original Form 10-K. This Amendment does not reflect events occurring after the filing of the Original Form 10-K (i.e., those events occurring after March 30, 2021) or modify of update those disclosures that may be affected by subsequent events. Such subsequent matters are addressed in subsequent reports filed with the SEC. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Companys other filings with the SEC.
### PARTIV
Item 15.
|
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|
1 to the Annual Report on Form 10-K for the year ended December 31, 2020 of
### Dream Homes & Development Corp
(the Company) filed with the Securities and Exchange Commission on April 15, 2021 (the Form 10-K) is to furnish Exhibits 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.
This Amendment No.
### PART IV
Item 15. Exhibits
### Exhibits
Number
Description
3.1 (1)
Certificate of Incorporation of The Virtual Learning Company, Inc.
3.2 (1)
By-laws of The Virtual Learning Company, Inc.
4.1 (1)
Sample Stock Certificate
10.1 (1)
Intellectual Property Purchase Agreement
10.2 (1)
Consulting Agreement with William Kazmierczach
*31.1
Certification of Principal Executive Officer and Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant Section 302 of the Sarbanes Oxley Act of 2002
*32.1
Certification of Chief Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C.
*101.INS
XBRL Instance Document
*101.SCH
*101.CAL
*101.DEF
*101.LAB
*101.PRE
(1) Previously filed.
(*) Filed herewith.
|
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|
### Explanatory Note
Cardtronics plc (Cardtronics or the Company) is filing this Amendment No. 1 to our Form 10-K for the fiscal year ended December 31, 2020, originally filed with the Securities and Exchange Commission (SEC) on March 1, 2021 (the Original Form 10-K Filing), for the purpose of providing the information required by Part III. This Amendment updates Part III in its entirety to contain the information required therein.
This Amendment No. 1 speaks as of the original filing date of the Original Form 10-K Filing and reflects only the changes to the cover page, and Items 10, 11, 12, 13 and 14 of Part III and Item 15 of Part IV to include new certifications of our principal executive officer and principal financial officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002. No other information included in the Original Form 10-K Filing, including the information set forth in Part I and Part II, has been modified or updated in any way.
### CARDTRONICS PLC
Page
PART III
### Item 10.
Item 11.
### Executive Compensation
Item 12.
### Item 13.
Item 14.
PARTIV
Item 15.
|
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|
### Explanatory Note
Verra Mobility Corporation (the
Company
) is filing this Amendment No.1 on Form10-K/A(this
### Amendment
) to the Companys Annual Report on Form10-Kfor the fiscal year ended December31, 2020, which was originally filed with the Securities and Exchange Commission (the
SEC
) on March1, 2021 (the
### Original Filing
), to file revised certifications of its principal executive officer and principal financial officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002 (the
Section302 Certifications
). Because no financial statements are contained within this Amendment, paragraph 3 of the Section302 Certifications has been omitted. The modified Section302 Certifications are attached to this Amendment as Exhibits 31.1 and 31.2.
Except as otherwise indicated herein, this Amendment continues to refer as of the date of the Original Filing. The filing of this Amendment is not an admission that the Original Filing, when filed, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.
### PART IV
Item 15.
|
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|
Marcum any tax fees.
### All Other Fees
During the year ended December 31, 2020, we did not pay Marcum any other fees.
Audit Committee Approval
Because our audit committee was not formed until January 11, 2021, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. However, in accordance with Section 10A(i) of the Exchange Act, before we engage our independent registered public accounting firm to render audit or non-audit services on a going-forward basis, the engagement will be approved by our audit committee.
PART IV
ITEM 15.
(a) The following documents are filed as part of this report:
(1) Financial Statements:
(2) Financial Statement Schedules:
### None.
(b) The following Exhibits are filed as part of this report:
(1)
Incorporated by reference to the Companys Current Report on Form 8-K filed on January 15, 2021.
(2)
Incorporated by reference to the Companys Registration Statement on Form S-1 (SEC File No. 333-251650).
### Item 16. FORM 10-K SUMMARY
None.
|
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|
31, 2019
AllyMe Group, Inc. and Subsidiaries Consolidated Balance Sheets as of December 31, 2020 and 2019
AllyMe Group, Inc. and Subsidiaries Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2020 and 2019
AllyMe Group, Inc. and Subsidiaries Consolidated Stockholders Deficit for the period from December 31, 2018 to December 31, 2020
AllyMe Group, Inc. and Subsidiaries Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019
AllyMe Group, Inc. and Subsidiaries Notes to Consolidated Financial Statements
2.
All financial statement schedules have been omitted as they are not required, not applicable, or the required information is otherwise included.
3. EXHIBITS
The exhibits listed below are filed as part of or incorporated by reference in this report.
Exhibit No.
Identification of Exhibit
31.1.
31.2.
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
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|
### EXPLANATORY NOTE
NavSight Holdings, Inc.
10-K/A
(Amendment No.1), or this Annual Report, to amend our Annual Report on Form
10-K for the period ended December31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March29, 2021, or the Original Filing, to restate our financial statements for the period ended December31, 2020. We are also restating the financial statements as of December31, 2020 in the accompanying financial statements included in this Annual Report, including describing the restatement and its impact on previously reported amounts.
815-40,
ASC
Under ASC
Based on managements evaluation, the Companys audit committee, in consultation with management and after discussion with the Companys independent registered public accounting firm, concluded that the Companys warrants are not indexed to the Companys common shares in the manner contemplated by ASC
### Section815-40-25.
i
10-K/A.
8-K
Annual Report on Form
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.
|
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|
Floor, New York, NY 10016.
(6)
Flynn, a US citizen. The business address of each of the Reporting Persons is 780 Third Avenue, 37 th
Floor, New York, NY 10017.
(7)
Glazer is 250 West 55 th
Street, Suite 30A, New York, NY 10019.
(8)
### Changes in Control
None.
Item13.
As more fully discussed in the section of this Annual Report on Form 10-K entitled Item10.
The audit committee of our board of directors has adopted 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 RegulationS-K as promulgated by the SEC, by the audit committee.
Item14.
### Audit Fees
The aggregate fees billed by Marcum 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 August21, 2020 (inception) through December31, 2020 totaled $78,280.
Audit-Related Fees.
### Tax Fees
All Other Fees
### Pre-Approval Policy
PART IV
Item15.
|
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|
Postal Realty Trust, Inc. (the Company, we, us, and our) is filing this Amendment No.1 (the Amendment) on Form10-K/Ato amend our Annual Report on Form10-Kfor the fiscal year ended December31, 2020, filed with the Securities and Exchange Commission on March30, 2021 (the Original10-K),for the purpose of filing revised versions of Exhibits 31.1 and 31.2 filed with the Original10-K.
We are filing revised exhibits solely in order to include in the certifications set forth in the Exhibits the language added to the introductory portion of paragraph4, which language was inadvertently omitted from the certifications when originally filed. The Amendment does not reflect events occurring after the date of the filing of theOriginal10-Kor modify or update any of the other disclosures contained therein in any way. Accordingly, the Amendment should be read in conjunction with theOriginal10-K.The Amendment consists solely of the preceding cover page, this explanatory note, the signature page and paragraphs1, 2, 4 and 5 of each of the revised certifications filed as exhibits to the Amendment.
PART IV.
ITEM15.
### EXHIBIT INDEX
* Filed herewith
|
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|
On April 2, 2021, RCM Technologies, Inc. (Company, we, us, our and RCM) filed its Annual Report on Form 10-K for the year ended January 2, 2021 (the Original Filing), with the Securities and Exchange Commission (the Commission). The Company indicated that it would incorporate Part III of Form 10-K in the Original Filing by reference to the Companys definitive proxy statement for its 2021 annual meeting of stockholders. Because the Company does not anticipate filing its definitive proxy statement by May 3, 2021, the Company is filing this Amendment No. 1 (this Amendment) on Form 10-K/A, which amends and restates items identified below with respect to the Original Filing and provides the disclosure required by Part III of Form 10-K.
This Form 10-K/A only amends information in Part III, Item 10 (Directors, Executive Officers and Corporate Governance), Item 11 (Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions, and Director Independence), Item 14 (Principal Accounting Fees and Services) and Part IV, Item 15 (
|
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|
This Amendment No.1 (the Amendment) to the Annual Report on Form10-Kof Aridis Pharmaceuticals, Inc. (the Company) for the fiscal year ended December31, 2019, originally filed with the Securities and Exchange Commission (the SEC) on April 8, 2020 (the Original Filing), is being filed solely to include revised Exhibits 31.1 and 31.2, which include certain statements required by Item 601(b)(31) of RegulationS-Kinadvertently omitted by the Company when originally filed. This Amendment contains only the cover page, this explanatory note, the exhibit index, the signature page and the revised certifications.
Except for the foregoing, this Amendment does not alter or update any information contained in the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events that have occurred as of a date subsequent to the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing, and the Companys filings made with the SEC subsequent to the filing of the Original Filing.
### PART IV
Item15.
|
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|
31, 2019 (the most recent tax year ended completed and filed), is as follows:
The tax character of dividends paid to stockholders during the tax year ended December 31, 2020, is expected to be ordinary income, capital gains and return of capital. Because of the difference between our fiscal and tax year ends, the final determination of the tax character of dividends will not be made until we file our tax return for the tax year ending December 31, 2020.
The components of undistributed earnings on a tax basis as of December 31, 2019 is as follows:
### December 31, 2019
Unrealized fair value appreciation
$
The following table presents the aggregate gross unrealized appreciation, depreciation, and cost basis of investments for income tax purposes as of:
### F - 43
MacKenzie Realty Capital, Inc.
Schedule III- Real Estate Properties and Accumulated Depreciation
### June 30, 2021
*Date the Company consolidated the underlying entity that owns the property
A summary of activity for real estate and accumulated depreciation for the year ended June 30, 2021. The Company did not own any real estate properties prior to year ended June 30, 2021.
S - 1
|
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|
Also pre-approve services that are expected to be provided to the Company by the independent registered public accounting firm during the next 12months and at each regularly scheduled meeting of the Audit Committee, management or the independent registered public accounting firm must report to the Audit Committee each service actually provided to the Company pursuant to the pre-approval.
Our Audit Committee has determined that the provision of the non-audit services described in the table above was compatible with maintaining the independence of our independent registered public accounting firm. The Audit Committee reviews each non-audit service to be provided and assesses the impact of the service on the registered public accounting firms independence.
### PARTIV
Item 15.
(a)
Documents filed as part of this Annual Report on Form10-K/A:
3.
### Exhibits
Exhibits are incorporated herein by reference or are filed with this report as indicated below:
Exhibit No.
Description
31.3
Certification of CEO Pursuant to Section302 of Sarbanes-Oxley Act of 2002
31.4
Certification of CFO Pursuant to Section302 of Sarbanes-Oxley Act of 2002.
SIGNATURE
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### EXPLANATORY NOTE
1 to the Annual Report on Form 10-K (the Form 10-K) for the period ended March 31, 2021, is to furnish Exhibit 4.1, Exhibit 4.2 and Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to the Form 10-K provides the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language). This Amendment No.
iii
Item 15. Exhibits.
### Exhibits Required by Item 601 of Regulation S-B
The following Exhibits are filed with this annual report, subject to the Registrant's right under Rule 12b-32 under the Exchange Act to incorporate previously filed Exhibits by reference:
________________
(1)
Submitted Electronically Herewith. Attached as Exhibit 101 to this annual report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Balance Sheets as of March 31, 2021 and 2020; (ii) Statements of Operations for the years ended March 31, 2021 and 2020; (iii) Statements of Cash Flows for the years ended March 31, 2021 and 2020; (iv) Statements of Shareholders' Equity for the years ended March 31, 2021 and 2020; and (v) Notes to Financial Statements.
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### EXPLANATORY NOTE
This Amendment No. 1 (Amendment No. 1) to the Annual Report on Form 10-K of PDL Community Bancorp (the Company we, our or us) for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission (SEC) on March
29, 2021
(the 2020 Annual Report), is being filed to include in the 2020 Annual Report an updated listing of the Companys subsidiaries as provided by Exhibit 21.1.
Pursuant to Rule 12b-15, the Company is including Item 15 of Part IV with this Amendment No. 1, solely to file the updated Exhibit 21.1 and the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002. 1 and this Amendment No. 1 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 certification have been omitted. We are not including the certifications under Section 906 of the SarbanesOxley Act of 2002 as no financial statements are being filed with this Amendment No. 1.
This Amendment No. 1 does not affect any other portion of the 2020 Annual Report. 1 does not reflect any event occurring after March 29, 2021, the filing date of the 2020 Annual Report.
i
### PART IV
Item 15.
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### EXPLANATORY NOTE
This Amendment No. 3 on Form 10-K/A (this Amendment) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2020 of Support.com, Inc. (Support.com, the Company, We or Our), as originally filed with the Securities and Exchange Commission (SEC) on March 30, 2021, and as amended by the Amendment No. 1 on Form 10-K/A filed on April 30, 2021 and by the Amendment No. 2 on Form 10-K/A filed on July 16, 2021 ((Amendment No. 2) (as so amended, the Original Form 10-K).
Pursuant to a comment letter of the SEC dated August 3, 2021, this Amendment is being filed solely to (i) correct theinadvertentomission of paragraph 3 of the certification of our Chief Executive Officer filed asExhibit31.5 and the certification of our Chief Financial Officer filed asExhibit31.6 to Amendment No. 2 and (ii) correct theinadvertentomission in Amendment No. 2 of the Statement of the Chief Executive Officer under 18 U.S.C. 1350 and the Statement of the Chief Financial Officer under 18 U.S.C. 1350.
This Amendment should be read in conjunction with the Original Form 10-K and our other filings made with the SEC subsequent to filing of the Original Form 10-K.
ITEM 15
3 on Form 10-K/A.
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AMENDMENT NO.
FOR THE YEAR ENDED JUNE 30, 2021
### EXPLANATORY NOTE
1 to our Annual Report on Form 10-K for the period ended June 30, 2021 as filed with the Securities and Exchange Commission on September 23, 2021 is to furnish Exhibits 101 to the Form 10-K.
No changes have been made to the Annual Report other than the furnishing of Exhibit 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB and 101.PRE described above. This Amendment No. 1 to Form 10-K does not reflect subsequent events occurring after the original filing date of the Form 10-K or modify or update in any way disclosures made in the Form 10-K, as amended.
In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this Amended Report, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished, respectively as exhibits to the Original Report have been re-executed and re-filed as of the date of this Amended Report and are included as exhibits hereto.
### PART IV
(b)
Exhibit Listing.
An index of exhibits incorporated by reference or filed with this Annual Report on Form 10-K is provided below.
### Exhibit
Number
Description of Exhibit
Filing Reference
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Tuscan Holdings II 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 19, 2021, or the Original Filing, to restate our financial statements as of and for the periods ended July 16, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020 September 30, 2020, and December 31, 2020 included in the Companys annual report on Form 10-K filed with the SEC on March 19, 2021 (collectively, the Original Financial Statements).
As a result, on June 25, 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 July 16, 2019 or its subsequent quarterly reports on Form 10-Q for the periods affected by the restatement.
### Restatement Background
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15.
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28, 2019, and incorporated herein by reference).
**
Subsidiaries of the Company.
***
### Consent of PricewaterhouseCoopers
31.1
***
Certification of Chief Executive Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
***
Certification of Chief Financial Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
****
32.2
****
The following financial information from our Annual Report on Form 10-K/A for the year ended October 3, 2020, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows, (vi) the Notes to Consolidated Financial Statements, and (vii) Financial Statement Schedule.
Cover Page Interactive Data File formatted in iXBRL.
*
**
Previously filed with the Original Form 10-K.
***
Filed herewith.
****
Furnished herewith.
FINANCIAL STATEMENT SCHEDULE
TYSON FOODS, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
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### Explanatory Note
10x Genomics, Inc. (the Company) is filing this Amendment No. 1 on Form 10-K/A (the Amendment) to the Companys Annual Report on Form 10-K for the year ended December 31, 2020 (the Form 10-K), filed with the Securities and Exchange Commission on February 26, 2021 (the Original Filing Date), to update the exhibit index included in Part IV, Item 15(a)(3) of the Form 10-K to (i) include Ms. Ruth De Backers employment offer letter as exhibit 10.9 hereto and (ii) incorporate by reference certain previously filed exhibits which were inadvertently omitted from the exhibit index of the Form 10-K.
No other changes have been made to the Form 10-K. Except as indicated otherwise herein, this Amendment speaks as of the Original Filing Date, 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 Form 10-K.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, currently-dated certifications from the Companys Chief Executive Officer and Chief Financial Officer are included as Exhibits to this Amendment No. 1, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
### PART IV
Item15.
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Recharge 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 year ended December31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March25, 2021, or the Original Filing, to restate our financial statements as of and for the year ended December31, 2020.
As a result, on May17, 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 Form8-K filed on October9, 2020 for the period affected by the restatement.
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 and 32.1) to this Amendment under Item 15 of PartIV hereof.
### 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 of Form 10-K/A (this Amendment) to Northfield Bancorp, Inc.s 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 10, 2021 (the Original Filing), is being filed for the sole purpose of amending the signatures page. The Original Filing inadvertently included a retired director on the signatures page.
Except as described above, no changes have been made to the Original Filing and this Amendment does not modify, amend, or update in any way any financial or other information contained in the Original Filing. This Amendment does not reflect events that may have occurred subsequent to the Original Filing.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to this Amendment No.
PART IV
ITEM 15.
(2) The Exhibits below.
Exhibit No.
Exhibit
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
* Filed herewith
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2019
10.3
**
Promissory Note with Kenny L. DeMeirleir dated August 12, 2020
10.4
***
10.5
***
Promissory Note with Vincent C. Lombardi dated December 31, 2020
10.6
***
10.7
**
Letter Agreement with Artemis Holdings Group, LLC dated October 14, 2020
10.8
***
Amended Consulting Agreement with Stanley Berk/Steven Leatherman (SBSL Consultants) and Jeff Baclet/Tom Prutzman (Consultants) dated December 28, 2020
10.9
***
Form of Series 2 Senior Convertible Secured Promissory Note
10.10
***
Sixth Amendment to Promissory Note with Larry Mamey dated March 5, 2021
*
Code of Ethics
31.1
31.2
101 INS
XBRL Instance Document
101 PRE
101 LAB
101 DEF
101 CAL
101 SCH
* Incorporated by reference from the Companys Amendment No. 2 to its Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 7, 2019.
** Incorporated by reference from the Companys Quarterly Report on Form 10-Q for the period ended September 30, 2020 filed with the Securities and Exchange Commission on November 20, 2020.
*** Incorporated by reference from the Companys Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission on April 14, 2021.
ITEM 16: FORM 10-K SUMMARY.
None.
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### Explanatory Note
Velodyne Lidar, Inc. 1 onForm 10-K/A(the Amendment) to its Annual Report onForm 10-Kfor the year ended December 31, 2020, originally filed on March 29, 2021 (the Form 10-K), for thesole purpose of including the information required byPart III ofForm 10-K.This information was previously omitted from the Form 10-K in reliance on General Instruction G(3) toForm 10-K,which permits the information in the below referenced items to be incorporated in theForm 10-Kby 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 provide information required in Part III ofForm 10-Kfor the fiscal year ended December 31, 2020, 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 theForm 10-K.
Except as described above, this Amendment does not amend any other information set forth in the Form 10-K, and we have not updated disclosures included in this Form 10-K to reflect any subsequent events.
### VELODYNE LIDAR, INC. AND SUBSIDIARIES
Page
PART III.
### Item 10.
Item 11.
### Executive Compensation
Item 12.
### Item 13.
Item 14.
PART IV.
Item 15.
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1f22fc494fa1f026cb0ad1a58f42fbb9
|
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|
### Explanatory Note
On February 18, 2021, GATX Corporation (the "Company") filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 2020.
This amendment No. 1 to Form 10-K ("Amendment No. 1") of the Company is being filed solely to amend Item 15(c) to include the separate financial statements of Alpha Partners Leasing Limited ("APLL") as required under Rule 3-09 of Regulation S-X. The financial statements of APLL for its fiscal year ended December 31, 2020 were not available at the time the Company filed its Annual Report on Form 10-K. The required financial statements are now provided as Exhibit 99.1 to this Amendment No. 1.
Item 15 is the only portion of the Company's Annual Report on Form 10-K being supplemented or amended by this Amendment No. 1. This Amendment No. 1 does not change any other information set forth in the original filing of the Company's Annual Report on Form 10-K for the year ended December 31, 2020. This Amendment No. 1 consists solely of the preceding cover page, this explanatory note, the information required by Item 15(c) of Form 10-K as provided in Exhibit 99.1, a signature page, the consent of the independent auditors for APLL, and certifications required to be filed as exhibits hereto.
Item15.
|
b96b23a16bb970d9a7a17047c10fff53
|
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|
### EXPLANATORY NOTE
Forum Merger III Corporation (the Company, we, our or us) is filing this Annual Report on Form 10-K/A (Amendment No. 1), or this Annual Report, to amend our Annual Report on Form 10-K for the period 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 consolidated financial statements (i) as of and for the year ended December 31, 2020, (ii) as of August 21, 2020 and (ii) as of and for the periods ended September 30, 2020 (collectively, the Original Financial Statements) in the accompanying financial statements included in this Annual Report, including describing the restatement and its impact on previously reported amounts.
As a result, on May 5, 2021, 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 August 27, 2020 or its quarterly report on Form 10-Q filed on November 12, 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.
|
b3ac8a4e95d4bd1eea7ad5d58ba527b0
|
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|
Our financial statements for theyear ended June30, 2020, and certain procedures conducted in connection with the IPO.
In considering the nature of the services provided by the independent auditor, the Audit Committee determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed these services with the independent auditor and the Companys management to determine that they are permitted under the rulesand regulations concerning auditor independence promulgated by the SEC to implement the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants.
The Audit Committee has adopted a policy that requires advance approval of all audit services as well as non-audit services to the extent required by the Exchange Act and the Sarbanes-Oxley Act of 2002. Unless the specific service has been previously pre-approved with respect to thatyear, the Audit Committee must approve the permitted service before the independent auditor is engaged to perform it. Eachyear, the Audit Committee will pre-approve audit services, audit-related services and tax services to be used by the Company. The Audit Committee approved all services provided by Deloitte& Touche LLP during the indicated periods.
### PARTIV
Item15.
|
3004b4f0e00fde2a277f9ba9a9da595c
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|
Riley Exploration Permian, Inc. 1 (this Amendment No. 1) 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 (SEC) on March 30, 2021 (the Form 10-K). This Amendment is an exhibits-only filing that updates, amends and supplements Part IV, Item 15 of the Form 10-K for the purpose of filing the following updated exhibits:
Exhibit 23.1 - Consent of LaRoche Petroleum Consultants, Ltd.
Exhibit 99.1 - Report of LaRoche Petroleum Consultants, Ltd.
In addition, as required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, this Amendment No. 1 includes new Exhibits 31.1 and 31.2, certifications of our Principal Executive Officer and Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
1, paragraph 3 of such certifications has been omitted.
PART IV.
ITEM 15.
A.
1.
Financial Statements.
2.
Financial Schedules. Schedules have been omitted because the information required to be set forth therein is not applicable or is included in the Consolidated Financial Statements or notes thereto.
3.
Exhibits. The following exhibits are filed with, or incorporated by reference into this Report:
### Exhibit Index
* Exhibit filed with this Report
|
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|
Of Directors has affirmatively determined that, in accordance with Nasdaq independence criteria, (i) Messrs. Cameron and Schafran are independent, and that (ii) Messrs. Eisen is not independent.
ITEM 14.
The fees billed for services rendered for 2020 and 2019 by EisnerAmper LLP, were as follows:
(1)
Audit fees consisted principally of fees for the audit of the annual financial statements and reviews of the condensed consolidated financial statements included in the Companys quarterly reports on Form 10-Q and review of the Companys 10-K containing proxy statement disclosure.
Pursuant to the requirements of the Sarbanes-Oxley Act of 2002, the terms of the engagement of EisnerAmper LLP are subject to specific pre-approval policies.In 2020 and 2019, all audit services and other services to be performed by EisnerAmper LLP were pre-approved by the Audit Committee in accordance with pre-approval policies established by the Board of Directors.The procedures require that all proposed engagements of EisnerAmper LLP for services of any kind be directed to the Audit Committee prior to the beginning of any service.
All services provided by the independent registered public accounting firm for 2020 and 2019 were approved in advance by the Audit Committee of the Board of Directors.
PART IV
ITEM 15.
|
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|
Independent accountants for the fiscal year ended June 30, 2020 and 2019 were Sadler, Gibb & Associates, LLC.
(a)
### Audit Fees
For the fiscal year ended 2020, the aggregate fees billed by Sadler, Gibb & Associates for services rendered for the audits of the annual financial statements and the review of the financial statements included in the quarterly reports on Form 10-Q or services provided in connection with the statutory and regulatory filings or engagements for those fiscal yearswere $25,500 as summarized below:
(b)
### Audit-Related Fees
For the fiscal year ended 2020 and 2019 fees billed by Sadler, Gibb & Associates were an aggregate $0 for any audit-related services other than as set forth in paragraph (a) above.
(c)
### Tax Fees
For the fiscal years ended 2020 and 2019
Sadler, Gibb & Associates did not bill any fees for tax compliance services. The auditors did not provide tax-planning advice for the fiscal years ended 2020 and 2019.
(d)
### All Other Fees
None.
PART IV
ITEM 15.
(a) Index to Exhibits
Notes:
(1)
Previously filed as an exhibit to the report on Form 8-K, filed on or about April 4, 2000, and incorporated herein by reference
(2)
Previously filed as an exhibit to the report on Form 10-Q, filed on February 25, 2009, and incorporated herein by reference
|
832f95af8366d9c69e76a81639edd126
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|
Except for the matters described above, this Amendment does not update or otherwise amend the Original Filing as previously filed. This Amendment does not update the Original Filing for changes in events, estimates or other developments subsequent to the date of the original filing of the Original Filing on March 16, 202
In addition, as required by Rule12b-15under 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 Rule13a-14(a)or15d-14(a)of the Exchange Act. As no financial statements have been included in this Amendment and it does not contain or amend any disclosure with respect to Items 307 or 308 of RegulationS-K,paragraphs 3, 4, and 5 of the certifications have been omitted. 1.
### PART IV
ITEM 15.
1 on Form 10-K/A and are numbered in accordance with Item 601 of Regulation S-K.
### INDEX TO EXHIBITS
Exhibit
Number
Exhibit Title
4.5
31.1
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15(d)-14(a) (filed herewith, Exhibit 31.1).
31.2
Certification of the Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) or Rule 15(d)-14(a) (filed herewith, Exhibit 31.2).
|
e7ed697d7802ba4ac15ba4cc44d2b459
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|
The purpose of this Amendment to the Annual Report on Form 10-K/A 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 18, 2021 (the Form 10-K/A) is to correct the disclosures in connection with Item 2. and 3. under Note 23 of Form 10-K filed by the Company with the Securities and Exchange Commission on March 11, 2021, as follows:
NOTE 23
SUBSEQUENT EVENTS
2. ESTABLISHMENT AND ACTIVATION OF PHILUX GLOBAL FUNDS SCA, SICAV-RAIF
The Fund is an umbrella fund containing one or more sub-fund compartments intended to invest in real estate, renewable energy, agriculture, healthcare and especially the Asia Diamond Exchange in Vietnam.
3. DEVELOPMENT OF THE ASIA DIAMOND EXCHANGE IN VIETNAM
We are in the process of applying for 600 hectares close to the Long Thanh International Airport to develop Long Thanh Multi-Commodities Logistics Center (LMLC) which would house the proposed International Financial Center, an Urban Area and other hi-tech industrial operations.
### NOTE
: No other changes have been made to this Form 10-K/A filed on March 18, 2021 with the Securities and Exchange Commission.
ITEM 15. EXHIBITS
31.1 32.2
Certifications in Accordance with Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
|
83671492937959956b778eedb7894879
|
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|
Officer of the Registrant pursuant to Rule 13a-14
X
31.2
Certification of Chief Financial Officer of the Registrant pursuant to Rule 13a-14
X
32.1
Certification of Chief Executive Officer of the Registrant pursuant to 18 U.S.C.
X
32.2
Certification of Chief Financial Officer of the Registrant pursuant to 18 U.S.C.
X
The following financial statements from the Company's Annual Report on Form 10-K for the year ended March 31, 2021, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Loss, (iv) Consolidated Statements of Stockholders Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags XBRL Instance Document
X
The cover page from the Company's Annual Report on Form 10-K for the year ended March 31, 2020, formatted in Inline XBRL
X
+ 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 on request.
* Indicates management contract or compensatory plan or arrangement.
### ITEM 16. FORM 10-K SUMMARY
None.
### Table of
Contents
|
69eaca1c70b5e2b624b06225577c30ab
|
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|
The aggregate market value of the common stock held by non-affiliates of the registrant was $31 million on June30, 2020, based on the closing price of the common stock on that date, as reported on the Nasdaq Global Select Market. Shares held by each executive officer and director have been excluded in that such persons may be deemed to be affiliates. In the case of 10% or greater shareholders, we have not deemed such shareholders to be affiliates unless there are facts and circumstances which would indicate that such shareholders exercise any control over our company. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of shares of the registrants common stock outstanding as of March 31, 2021 was 38,602,450
### EXPLANATORY NOTE
RealNetworks, Inc. is filing this Amendment No.1 to our Form 10-K for the fiscal year ended December31, 2020, originally filed with the Securities and Exchange Commission on March15, 2021, for the purpose of providing the information required by Part III that we intended to be incorporated by reference from our proxy statement relating to our 2021 annual meeting of shareholders.
This Amendment No.
Page
### PARTIII
Item10.
Item11.
### Executive Compensation
Item12.
### Item13.
Item14.
### PARTIV
Item15.
|
6f08293f07678fb78808f9943e555e72
|
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|
EVI Industries, Inc. (the "Company") is filing this Amendment No. 1 (this "Amendment") to its Annual Report on Form 10-K for the fiscal year ended June 30, 2021 (the "Fiscal 2021 Form 10-K"), as filed with the Securities and Exchange Commission (the "SEC") on September 13, 2021, solely to provide the remaining information required by Items 10-14 of Part III of Form 10-K. Except as it relates to the provision of such information, this Amendment does not reflect subsequent events occurring after the original filing date of the Fiscal 2021 Form 10-K or modify or update in any way disclosures made in the Fiscal 2021 Form 10-K.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Amendment also contains new certifications of the Companys principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. In addition, because no financial statements are included in this Amendment, new certifications of the Company's principal executive officer and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are not required to be included with this Amendment.
Page
### PART III
Item 10
### Item 11
Executive Compensation
### Item 12
### Item 13
### Item 14
### PART IV
Item 15
|
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|
Conduct and Ethics, filed as Exhibit 14.1 to the Companys Annual Report on Form 10-K filed with the Commission on March 30, 2016.
21.1 (#)
Schedule of Subsidiaries of the Company.
23.1 (#)
Consent of KPMG, LLP, Independent Registered Public Accounting Firm.
23.2 (#)
Consent of MaloneBailey, LLP, Independent Registered Public Accounting Firm.
31.1 (#)
31.2 (#)
31.3 (#)
Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1 (#)(##)
1350.
32.2 (#)(##)
1350.
32.3 (#)(##)
Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
101.INS
101.SCH (#)
101.CAL (#)
101.DEF (#)
Inline XBRL Taxonomy Extension Definition.
101.LAB (#)
101.PRE (#)
Inline XBRL Taxonomy Presentation Linkbase Document.
(*)
Incorporated by reference to the filing indicated.
(+)
(#)
Filed herewith.
(##)
The certifications attached as Exhibits 32.1, 32.2 and 32.3 that accompany this Report, are not deemed filed with the SEC and are not to be incorporated by reference into any filing of Boston Omaha Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Report irrespective of any general incorporation language contained in such filing.
|
bcd502ee9141b22d353065073597621b
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|
### EXPLANATORY NOTE
This Amendment No. 2 to Annual Report on Form 10-K/A (this Amendment) is being filed by Aterian, Inc. (the Company) to amend 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 (the SEC) on March 16, 2021 (the Original Form 10-K) and was further amended by Amendment No. 1 thereto filed with the SEC on April 29, 2021 (Amendment No. 1).
The Company is filing this Amendment solely to correct an inadvertent omission of certain language from paragraph 4 of the certification of its Chief Executive Officer filed as Exhibit 31.1 and the certification of its Chief Financial Officer filed as Exhibit 31.2 to the Original Form 10-K
Except as described above, no attempt has been made in this Amendment to modify or update the other disclosures in the Original Form 10-K or Amendment No. 1. Other than as specifically stated herein, this Amendment continues to speak as of the date of the Original Form 10-K or Amendment No. 1, and the Company has not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Form 10-K or Amendment No. 1. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and Amendment No. 1.
Item 15.
|
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|
This Amendment No. 1 (Amendment No. 1) to the Annual Report on Form 10-K of Marrone Bio Innovations, Inc. for the year ended December 31, 2020, as filed with the Securities and Exchange Commission, or SEC, on March 23, 2021 (the Original Filing) is being filed only for the purpose of correcting Exhibit 23.1 Independent Registered Public Accounting Firms Consent (the Consent). The original Consent had a typographical error with regards to the date of the report.
1 also contains new certifications pursuant to Section 302 of the Sarbanes-Oxely Act of 2002. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of those certifications have been omitted.
Accordingly, this Amendment should be read in conjunction with the Original Filing and our other filings with the SEC subsequent to the Original Filing.
PART IV
### ITEM 15.
We have filed the following documents as part of this Form 10-K/A:
1.
No financial statements are filed with this Amendment No. 1.
2.
None.
3.
### Exhibits
See the Exhibit Index immediately preceding the signature page of this Annual Report on Form 10-K/A, which is incorporated by reference here.
INDEX TO EXHIBITS
#
Confidential portions of this document have been redacted as permitted by applicable regulations.
|
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|
2020.
8-K
001-38356
16.1
April 6, 2020
21.1@
List of Subsidiaries of VYNE Therapeutics Inc.
10-K
001-38356
21.1
March 4, 2021
23.1@
10-K
001-38356
23.1
March 4, 2021
23.2@
10-K
001-38356
23.2
March 4, 2021
31.1
X
31.2
X
32.1**@
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
10-K
001-38356
23.2
March 4, 2021
32.2**@
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
10-K
001-38356
23.2
March 4, 2021
101.INS
X
101.SCH
X
101.CAL
X
101.DEF
X
101.LAB
XBRL Taxonomy Extension Label Document
X
101.PRE
X
Cover Page Interactive Data Filed (embedded within the XBRL document)
* Exhibits and schedules omitted pursuant to Item 601(a)(5) of Regulation S-K.
Portions of this exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K.
** These certifications are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
@ Filed with the Original Form 10-K.
|
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|
Pulmatrix, Inc. 2 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 23, 2021 (the Original 10-K) and amended by Amendment No. 1 to the Original 10-K filed with the Commission on March 26, 2021 (Amendment No. 1).
The purpose of the Amendment is to file Exhibit 4.19, which was inadvertently omitted from the Original 10-K. Except as otherwise expressly noted herein, this Amendment does not amend or otherwise update any other information in our Original 10-K, as amended by Amendment No. 1. Accordingly, this Amendment should be read in conjunction with our Original 10-K and Amendment No. 1.
PART IV
ITEM 15.
(a)
(1)
### Financial Statements:
2.
(2)
None.
(3)
### Exhibits:
See Index to Exhibits for a description of our exhibits.
Item 16.
### FORM 10-K SUMMARY
Not applicable.
INDEX TO EXHIBITS
#
Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Pulmatrix, Inc. hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the Securities and Exchange Commission.
*
These exhibits are management contracts
**
Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
|
61f074371bb5898a586cfa9ed53d5ea3
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|
Trinity Capital Inc. (the Company) is filing this Amendment No.1 (this Amendment No.1) to amend its Annual Report on Form10-K for the fiscal year ended December31, 2020 filed with the Securities and Exchange Commission (the SEC) on March4, 2021 (the Original Form10-K). This Amendment No.1 is being filed solely to refile the certification of the Companys principal financial officer required pursuant to Rules13a-14(a)and 15d-14(a)under the Securities and Exchange Act of 1934, as amended, which was included asExhibit31.2 to the Original Form10-K, in order to correct certain clerical errors contained in such originally filed certification.
Except as described above, this Amendment No.1 does not modify or update any disclosure in, or exhibits to, the Original Form10-K. Furthermore, this Amendment No.1 does not change any previously reported financial results, nor does it reflect any events occurring after the filing date of the Original Form10-K. This Amendment No.1 should be read in conjunction with the Original Form10-K and with the Companys other filings with the SEC subsequent to the filing date of the Original Form10-K.
### PARTIV
Item15.
The following exhibits are filed as part of this Amendment No.1 to the Companys Annual Report on Form10-K for the fiscal year ended December31, 2020:
### Exhibit
Number
Description of Exhibits
31.2*
*Filed herewith.
|
a5024fb9bc2bbed63c86e1e4431dae5e
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|
Beneficial Ownership Reporting Compliance." This portion of the Definitive Proxy Statement is incorporated herein by reference.
(4)
Information concerning corporate governance and our code of ethics appears in our Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, under "Financial Code of Ethics for Senior Officers." This portion of the Definitive Proxy Statement is incorporated herein by reference.
Item 11.
### Executive Compensation
The information required by Item 11 hereby is incorporated by reference to such information as set forth in our Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders.
Item 12.
The information required by Item 12 hereby is incorporated by reference to such information as set forth in our Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders.
### Item 13.
The information required by Item 13 hereby is incorporated by reference to such information as set forth in our Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders.
Item 14.
Information concerning principal accounting fees and services and the audit committee's preapproval policies and procedures appear in our Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders under the heading "Fees Paid to Ernst & Young LLP" and is incorporated herein by reference.
-54-
### PART IV
Item 15.
|
cecda65e10a9b7b4896a6ca84618fffc
|
[{"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"}, {"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"}]
|
### EXPANATORY NOTE
Builders FirstSource, Inc. (the Company) is filing this Amendment No.1 on Form
10-K/A
(the Form
10-K/A) to its Annual Report on
Form10-K for the year ended December31, 2020 filed with the Securities and Exchange Commission on February26, 2021 (the Form
10-K) solely to amend Exhibit 23.1, the Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP (Exhibit 23.1). The Company is amending the Form
10-K due to a typographical error in Exhibit 23.1 included in the Form
10-K, which resulted in Exhibit 23.1 not conforming to the consent provided by the auditors. In connection with the filing of this Form
10-K/A and pursuant to the rules of the SEC, we are including with this Form
10-K/A certain new certifications by our principal executive officer and principal financial officer. Accordingly, Part IV, Item 15 of the
Form10-K is being amended to reflect the filing of a new Exhibit 23.1 and the new certifications.
Other than with respect to the foregoing, this Form
10-K/A does not modify or update in any way the disclosures made in the Form
10-K, including the disclosures contained in Part I, Part II and Part III of the Form
10-K.
This Form
10-K/A speaks as of the original filing date of the
Form10-K and does not reflect events that may have occurred subsequent to such original filing date.
### PART IV
Item15.
|
52a8873446073aacd13dda4d2ba9162f
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|
1 to BLGI, Inc.s (the Company) Annual Report on Form 10-K for the fiscal year ended April 30, 2020 (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 July 30, 2020 (the Form 10-K), in accordance with Rule 405 of Regulation S-T.
The following events, each of which occurred after the original filing date of the Form 10-K, are applicable with respect to 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:
to BLGI, Inc.; and
Additionally, this Form 10-K/A corrects a typographical error in the STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS in the financial statements, on page F-3 of this Form 10-K/A, under the column reporting information for the Year ended April 30, 2020, in the line item Foreign Exchange Gain, which incorrectly stated a value of $(3,015). The value has been corrected to $(3,095).
Except as described above, 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.
### Part IV
Item 15.
(a) Financial Statements.
(b) Exhibits continued
__________
* filed herewith
|
842340b5b055a5b430c2b67d3d4f90e6
|
[{"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"}, {"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"}]
|
With the SEC on April 1, 2021.
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith, incorporated by reference to Exhibit 31.1 of the Companys Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on April 1, 2021.
31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, incorporated by reference to Exhibit 31.2 of the Companys Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on April 1, 2021.
32.1
Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, incorporated by reference to Exhibit 32.1 of the Companys Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on April 1, 2021.
32.2
Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, incorporated by reference to Exhibit 32.2 of the Companys Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on April 1, 2021.
31.3
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, furnished herewith.
31.4
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, furnished herewith.
*
Denotes compensatory plan, compensation arrangement or management contract.
|
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|
2 to the Annual Report on Form 10-K to we, us, company or our company are to Amplitude Healthcare Acquisition Corporation, unless the context otherwise indicates.
Amplitude Healthcare Acquisition Corporation (the Company) is filing this Amendment No. 2 on Form 10-K/A (this Amendment No. 2) 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 SEC) on March 30, 2021, as amended by Amendment No. 1 on Form 10-K/A, as filed with the SEC on May 24, 2021 (collectively, the Original Filing).
2 to amend and restate in its entirety Exhibit 31.1 and Exhibit 31.2 in response to a comment letter received from the SEC on July 7, 2021 in connection with its review of the Original Filing.
This Amendment No. 2 does not include the entire Form 10-K. This Amendment No. 2 does not reflect events occurring after the filing of the Original Filing, and, except as described above, does not modify or update any other disclosures in the Original Filing.
EXHIBIT INDEX
*
Filed herewith
**
Previously filed.
(1)
Incorporated by reference to the Companys Form 8-K, filed with the Commission on November 25, 2019.
(2)
Incorporated by reference to the Companys Form S-1, filed with the Commission on October 25, 2019.
(3)
Incorporated by reference to the Companys Form 10-K, filed with the Commission on March 26, 2020.
|
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|
[
Tenax Therapeutics Inc
]
### Explanatory Note
This Amendment No. 1 (this Amendment) to the Annual Report on Form 10-K filed on March 31, 2021 (the Original Annual Report) of Tenax Therapeutics, Inc. (the Company) is being filed solely for the purpose of correcting certain inadvertent errors in the net loss per share and weighted average number of shares items of the Consolidated Statements of Operations and Comprehensive Loss presented under the Caption Financial Statements and Supplementary Data on page 37 of the Original Annual Report by amending and restating only the Consolidated Statements of Operations and Comprehensive Loss appearing in Part II, Item 8. Financial Statements Supplementary Data in the Original Annual Report.
In addition, pursuant to the rules of the Securities and Exchange Commission, the Company has included as exhibits to this Amendment updated certifications from the Companys Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes Oxley Act of 2002.
Except as described above, no other changes have been made to the Original Annual Report. We have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Annual Report.
### PART IV
Item15.
The exhibit index below lists the exhibits that are filed as part of this amendment.
*
Filed herewith.
|
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|
### EXPLANATORY NOTE
Coty Inc., a Delaware corporation, and its subsidiaries (collectively, the Company or Coty, which may also be referred to as we, us or our) is filing this Amendment No. 1 (the Amendment) to our Annual Report on Form 10-K (the Form 10-K) for the fiscal year ended June30, 2021, which was filed with the Securities and Exchange Commission (SEC) on August26, 2021, to include the audited financial statements of Rainbow JVCO Limited and its subsidiaries (together, Wella), pursuant to Rule 3-09 of Regulation S-X. Wella has met the conditions of a significant subsidiary under Rule 1-02(w) of Regulation S-X for the year ended June30, 2021. In accordance with Rule 3-09(b), the separate audited financial statements of Wella for the seven months ended June30, 2021 are being filed as an amendment to the Form 10-K as Exhibit 99.1 included in Part IV, Item 15 of this filing within 90 days after the end of Wellas fiscal year.
This Amendment also updates, amends and supplements Part IV, Item 15 of the Form 10-K to include the filing of Exhibit 23.2, consent of Deloitte & Touche LLP and Exhibits 31.3, 31.4, 32.3 and 32.4, certifications of our Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a) and (b) of the Securities Exchange Act of 1934, as amended.
Furthermore, this Amendment should be read in conjunction with the Form 10-K and any subsequent filings with the SEC.
### PART IV
Item 15.
|
4791d5e7b48de648003ede1162b0b661
|
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|
With the SEC.If we fail to file the Form 10-Q during the Initial Cure Period, the NYSE American exchange may, in its sole discretion, provide an Additional Cure Period of up to six months.We have requested an Additional Cure Period. However, there can be no assurance that NYSE American will grant us the Additional Cure Period or that we will be able to file the Form 10-Q within the Additional Cure Period. If we are not granted an Additional Cure Period or if we are unable to file the Form 10-Q within the Additional Cure Period, our common stock may be delisted from the NYSE American exchange.
The Company is not in compliance with Section 1003(a)(i) of the Company Guide since it has stockholders equity of less than $
0 million and losses from continuing operations and/or net losses in two of its three most recent fiscal years and Section 1003(a)(ii) of the Company Guide since it has stockholders equity of less than $
0 million and losses from continuing operations and/or net losses in three of its four most recent fiscal years.
See Risk Factors - If our common stock is delisted from the NYSE American exchange, our business, financial condition, results of operations and stock price could be adversely affected, and the liquidity of our stock and our ability to obtain financing could be impaired..
Extension of Lease Agreement on Corporate Headquarters, Manufacturing and Office Space
CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES
|
57a6bd304ca91cfba027ffe95b51fd0a
|
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|
EXPLANATORY
### NOTE
Smartsheet Inc. 1 to its annual report on Form 10-K for the fiscal year ended January 31, 2020, as filed with the Securities and Exchange Commission on March 31, 2020 (the Original Form 10-K), in order to file an updated Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm filed as Exhibit 23.1 and to correct the inadvertent omission of certain language in paragraph 4 of the certification of its Chief Executive Officer filed as Exhibit 31.1 and the certification of its Chief Financial Officer filed as Exhibit 31.2 to the Original Form 10-K.
This Amendment No. Other than the filing of the corrected exhibits mentioned above, this Amendment No. 1 does not modify or update the disclosures in the Original Form 10-K in any way.
### Item 15. Exhibits
1 to the Companys Annual Report on Form 10-K/A:
Exhibit Number
Exhibit Title
23.1
31.1
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
The cover page from the Registrants Annual Report on Form 10-K for the year ended January 31, 2021, formatted in Inline XBRL (included in Exhibit 101)
|
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|
To Exhibit 10.3 to the Quarterly Report on
21.1
Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Current Report on
Form 8-Kfiled on December30, 2020).
23.1
24.1
Power of Attorney (incorporated by reference to Exhibit 24.1 to the Annual Report on Form 10-K for the year ended December 31, 2020).
31.1
Principal Executive Officers Certifications Pursuant to Section302 of the Sarbanes-Oxley Act of 2002.
31.2
Principal Financial Officers Certifications Pursuant to Section302 of the Sarbanes-Oxley Act of 2002.
32.1
32.2
101.INS
XBRL Instance Document
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
+
The schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation
### S-K.
#
*
Portions of this exhibit have been omitted in accordance with Item 601 of Regulation
### S-K.
In accordance with Item 601(b)(32)(ii) of Regulation
### S-K and SEC Release
No.34-47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Amended
10-K and will not be deemed filed for purposes of Section18 of the Securities Exchange Act of 1934, or the Exchange Act, or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933 except to the extent that the registrant specifically incorporates it by reference.
(c)
Reference is made to Item 15(a) 2 above.
ITEM16.
Form
10-K
Summary.
Not applicable.
|
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|
Prudential Bancorp, Inc. 1 on Form 10-K/A (Form 10-K/A) to its original filing of its Annual Report on Form 10-K for the year ended September 30, 2020 on December 18, 2020 (the Original Filing) for the sole purpose of correcting Exhibit 23.1 with respect to the inadvertent incorrect dating of the consent.
As required by Rule 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 are filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof. Paragraphs 3, 4 and 5 of these certifications have been omitted in accordance with the SECs rules and guidance. Additionally, this Form 10-K/A does not include the certifications under Section 906 of the Sarbanes-Oxley Act of 2002, as no financial statements are being filed with this Form 10-K/A.
Except as described above, this Form 10-K/A does not modify or update disclosure in, or exhibits to, the Original Filing. Furthermore, this Form 10-K/A does not change any previously reported financial results, nor does it reflect events occurring after the 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 made. Accordingly, this Form 10-K/A should be read in conjunction with the Original Filing and the Company's other filings with the Securities and Exchange Commission.
### PART IV
Item 15.
|
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|
FinTech Acquisition Corp. V (the Company, we, our or us) is filing this Annual Report on Form 10-K/A (this Amendment), 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 30, 2021 (the Original Filing), as further amended pursuant to Amendment No. 1 to the Original Filing filed with the SEC on May 14, 2021 (the Amended Filing), solely to furnish Exhibit 101 to the Amended Filing in accordance with Rule 405 of Regulation S-T.
Except as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing or the Amended Filing, and accordingly, this Amendment does not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing, the Amended Filing and the Companys other filings with the SEC.
### PART IV
Item15.
(a)
(1)
Financial Statements:
(2)
None.
(3)
### Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K.
*
Filed herewith
**
Previously filed
(1)
Previously filed as an exhibit to our Current Report on Form 8-K filed on December 9, 2020
(2)
333-249646)
(3)
Previously filed as an exhibit to our Current Report on Form 8-K filed on March 16, 2021.
|
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|
[
Uniti Group Inc
]
### Explanatory Note
Uniti Group Inc. 1 on Form 10-K/A (the Amended 10-K) to its Annual Report for the year ended December 31, 2020 (the Original 10-K) filed with the U.S. Securities and Exchange Commission on March 5, 2021 to include financial statements and related notes of Windstream Holdings, Inc., Windstream Holdings II, LLC, its successor in interest, and consolidated subsidiaries (collectively, Windstream), the Companys most significant customer. For the years ended December 31, 2020, 2019 and 2018, 65.8%, 65.0% and 68.2% of our revenues, respectively, were derived from leasing the Companys fiber and copper networks and other real estate to Windstream.
The Original 10-K is being amended by this Amended 10-K to include as exhibits: (i) the Windstream audited financial statements as of
December 31, 2020 and for the period from September 22, 2020 to December 31, 2020 and as of December 31, 2019 and for the period from January 1, 2020 to September 21, 2020 and for each of the two years in the period ended December 31, 2019, prepared in accordance with generally accepted accounting principles in the United States, (ii) the consent of the independent registered public accounting firm of Windstream and (iii) certifications by our Chief Executive Officer and Chief Financial Officer. This Amended 10-K does not otherwise update any exhibits as originally filed and does not otherwise reflect events that occurred after the filing date of the Original 10-K.
### PART IV
Item 15.
|
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|
Audit Committee has established a policy setting forth the procedures under which services provided by our independent registered public accounting firm will be pre-approved by our Audit Committee. Pursuant to the rules and regulations of the SEC, before our independent public accountant is engaged to render audit or non-audit services, the Audit Committee must pre-approve the engagement. The Audit Committee shall establish pre-approval policies and procedures regarding the Companys engagement of the independent auditor for audit or permitted non-audit services. The Audit Committee may delegate to one or more designated members of the Audit Committee the authority to grant pre-approvals, provided such approvals are presented to the Audit Committee at a subsequent meeting. Audit Committee pre-approval of permitted non-audit services (other than review and attest services) also will not be required if such services fall within available exceptions established by the SEC.
### PART IV
Item
(3) Exhibits
The exhibits listed in the Exhibit Index in Part IV, Item 15. Exhibits and Financial Statement Schedules of the 2020 Form 10-K were filed or incorporated by reference as part of the 2020 Form 10-K and the exhibits listed in the Exhibit Index below are filed as part of this Amendment.
### EXHIBIT INDEX
Exhibit
Number
Description
31.3
31.4
Certification of Principal Financial Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002.
*Indicates a management contract or compensatory plan or arrangement.
|
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|
Inputs to the Black-Scholes option pricing model as of September 30, 2020 resulted in the private placement warrants fair value of $1.11 per warrant for an aggregate value of $9.0 million.
On December 31, 2020, the private placement warrants were valued using a Black-Scholes option pricing model, which is considered to be a Level 3 fair value measurement. The expected volatility of our common stock was determined based on implied volatility of the public warrants and was estimated to be 10% before the expected business combination and 26.5% after the expected business combination. Updating the remaining inputs to the Black-Scholes option pricing model as of December 31, 2020 resulted in the private placement warrants fair value of $2.63 per warrant for an aggregate value of $21.3 million.
### NOTE 11.SUBSEQUENT EVENTS
On February 11, 2021, the Company entered into an agreement and plan of merger (the Merger Agreement), by and among the Company, Merger Sub and MoneyLion, which provides for Merger Sub to merge with and into MoneyLion with MoneyLion surviving the merger as a wholly owned subsidiary of the Company (the Business Combination).
Under the Merger Agreement, the Company has agreed to acquire all of the outstanding shares of common stock of MoneyLion for $2,200,000,000 in aggregate consideration.
*
### Previously filed.
Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted schedules to the SEC upon request.
|
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|
This Amendment No.1 on Form10-K/A (this Amendment) amends our Annual Report on Form10-K for the fiscalyear ended September30, 2020, originally filed with the Securities and Exchange Commission (the SEC) on November18, 2020 (the Original Filing). We are filing this Amendment to include the information required by PartIII of Form10-K and not included in the Original Filing, as we did not file a definitive proxy statement for an annual meeting of shareholders within 120days of the end of our fiscalyear ended September30, 2020. In addition, in connection with the filing of this Amendment and pursuant to the rulesof the SEC, we are including new certifications of our principal executive officer and principal financial officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item15 of PartIV of Form10-K has also been amended to reflect the filings of these new certifications.
Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the filing of the Original Filing.
Except as the context otherwise requires, the terms we, us, the Company, Cubic and Registrant as used herein are references to Cubic Corporation, a Delaware corporation, and its consolidated subsidiaries. Terms used but not defined herein are defined in the Original Filing.
CUBIC CORPORATION
### ANNUAL REPORT ON FORM10-K/A
For theYear Ended September30, 2020
Page
No.
### PartIII
Item10.
Item11.
### Executive Compensation
Item12.
### Item13.
Item14.
PartIV
Item15.
|
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|
### Explanatory Note
Artius Acquisition Inc. 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 5, 2021, or the Original Filing, to restate our financial statements as of and for the periods ended July 16, 2020, September 30, 2020 and December 31, 2020 included in the Companys current report on Form 8-K, quarterly report on Form 10-Q, and annual report on Form 10-K filed with the SEC on July 22, 2020, October 28, 2020 and March 5, 2021, respectively (collectively, the Original Financial Statements).
As a result, on April 25, 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 July 22, 2020 or its quarterly report on Form 10-Q filed on October 28, 2020 for the period affected by the restatement.
In addition, as required by Rule 12b-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 and 32.1) to this Amendment under Item 15 of Part IV hereof.
### Restatement Background
Part II Item 7.
Part II Item 8.
Part II Item 9A. Controls and Procedures.
Part IV Item 15.
|
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|
NextCure, 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, which was originally filed with the Securities and Exchange Commission (SEC) on March 4, 2021 (the Original Filing), to add the internal control over financial reporting language in the introduction of paragraph 4 and paragraph 4(b) of the certifications of its principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). The modified Section 302 Certifications are attached to this Amendment as Exhibits 31.1 and 31.2.
Except as described above, no other amendments have been made to the Original Filing. The Company has not updated the disclosures contained herein to reflect events that have occurred since the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Companys other filings made with the SEC subsequent to the Original Filing.
### PART IV
Item 15.
The documents listed in the following exhibit index are filed with this report (numbered in accordance with Item 601 of Regulation S-K).
### Exhibit
No.
Exhibit Description
31.1
Certification of Michael Richman pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Steven P. Cobourn pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
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|
Terminated merger with Conversion Point Technologies, Inc. and its subsidiaries. The notes were unsecured, bore interest at 10% per annum and were due and satisfied on November 1, 2019.
Other than these transactions, there have been no transactions since January 1, 2019 nor are there any currently proposed transactions in which we were or are to be participant in which any related person had or will have a direct or indirect material interest.
### Director Independence
Each of Messrs. Burnett, Cameron and Morgan are independent directors as defined by the NYSE American Company Guide.
ITEM 14.
The following table shows the fees that were billed for the audit and other services provided for the years indicated.
### Audit Fees
Audit-Related Fees
### Tax Fees
This category consists of professional services rendered by CBIZ MHM, an affiliate of our independent registered public accounting firm, for tax compliance and tax advice.
All Other Fees
Mayer Hoffman McCann P.C. leases substantially all of its personnel, who work under the control of Mayer Hoffman McCann P.C. shareholders, from wholly-owned subsidiaries of CBIZ, Inc., in an alternative practice structure.
Under the procedure, the Audit Committee of our board of directors approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Audit Committee of our board of directors. The audit fees paid to the auditors with respect to 2020 were pre-approved by the Audit Committee of our board of directors.
PART IV
ITEM 15.
1.
Exhibits.
|
1d6d67019d81df0c60adc4c6993544b0
|
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|
### EXPLANATORY NOTE
This Amendment No.1 on Form
10-K/A
(this Amendment No.1) amends the Annual Report on Form
10-K of Summit Midstream Partners, LP (the Partnership) for the year ended December31, 2020, as filed with the Securities and Exchange Commission (the SEC) on March4, 2021 (the Original Form
10-K).
This Amendment No.1 is being filed for the sole purpose of filing the correct version of Exhibit 4.1, Description of Common Units. The Partnership inadvertently filed an incorrect version of Exhibit 4.1 with the Original Form
10-K.
This Amendment No.1 consists solely of the preceding cover page, this explanatory note, the information required by Item 15 of Form
10-K, a signature page and new certifications by our principal executive officer and principal financial officer as required by Item 15 of Part IV. In accordance with Rule
12b-15 promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), Item 15 of the Original Form
10-K has been amended and restated in its entirety. No other items or sub-items of the Original Form
10-K are being amended or restated by this AmendmentNo.1.
Except as otherwise expressly noted herein, this Amendment No.1 does not amend, update or change any other items or disclosures contained in the Original Form
10-K, and accordingly, this Amendment No.1 does not reflect or purport to reflect any information or events occurring after the filing date of the Original Form
Accordingly, this Amendment No.1 should be read in conjunction with the Original Form
10-K and the Partnerships other filings with the SEC.
|
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|
[
Duddell Street Acquisition Corp
]
### EXPLANATORY NOTE
1 to the Annual Report on Form 10-K to we, us, the Company or our company are to Duddell Street 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 Duddell Street Acquisition Corp.
, as filed with the Securities and Exchange Commission (SEC) on March 31, 2021 (the Original Filing).
Since issuance on November 2, 2020, our warrants were accounted for as equity within our balance sheet. After discussion and evaluation, including with our registered public accounting firm and our audit committee, and taking into consideration the SEC Staff Statement, we have concluded that our warrants should be presented as liabilities with subsequent fair value re-measurement.
As a result of the foregoing, on July 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 28, 2020 (inception) through December 31, 2020 (the Affected Period) 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.
We reassessed our accounting for the Warrants issued on November 2, 2020, in light of the SEC Staffs published views.
### 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.
|
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|
### EXPLANATORY NOTE
10-K
(the Amendment) amends our previously filed Annual Report on Form
10-K for the fiscal year ended March31, 2021, filed with the Securities and Exchange Commission on June7, 2021 (the Form
10-K).
This Amendment is being filed solely to correct certain clerical errors in the XBRL Interactive Data exhibits to the Form
10-K.
This Amendment includes new certifications by our Principal Executive Officer and Principal Financial Officer as exhibits 31.1, 31.2, 32.1 and 32.2. Except as expressly set forth above, this Amendment does not, and does not purport to, amend, update or restate the information in any other item of the Form
10-K or reflect any events that have occurred after the filing of the Form
10-K.
This Amendment consists solely of the cover page, this explanatory note, the signature page and the certifications and XBRL required to be filed as exhibits hereto.
ITEM15.
### EXHIBITS, FINANCIAL STATEMENTS, AND SCHEDULES
The exhibits listed in the Index to Exhibits below are filed as part of this Amendment No.1 to Annual Report on Form
10-K.
### Exhibit
No.
Description
31.1
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
32.2
101.INS
XBRL Instance Document
101.SCH
XBRL Schema Document
101.CAL
101.DEF
101.LAB
XBRL Labels Linkbase Document
101.PRE
|
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|
### EXPLANATORY NOTE
Live Current Media Inc. (the "Company") is filing this Amendment No. 1 on form 10-K/A (the "Amendment") to its Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission (the "SEC") on March 30, 2021 (the "Original Filing") to include the consent of the Company's principal independent accountants, Dale, Matheson, Carr-Hilton, Labonte LLP, to the incorporation by reference of their audit report for the Company's financial statements for the years ended December 31, 2020 and 2019 in the Company's registration statement on Form S-8 filed on January 9, 2019 (file no. 333-229168).
With the exception of the above, the Original Filing remains unchanged. This Amendment No. 1 speaks as of the date of the Original Filing, and does not amend, update or change any other items or disclosures in the Original Filing and does not purport to reflect any information or events subsequent to the Original Filing.
Pursuant to Rule 12b-15 under Securities Exchange Act of 1934, as amended, this Amendment also contains new Rule 13a-14(a)/15d-14(a) Certifications.
Page 3 of 5
ITEM 15.
Notes:
(1)
Filed as an exhibit to the Company's Registration Statement on Form 10, originally filed on February 1, 2018.
(2)
Filed as an exhibit to the Company's Current Report on Form 8-K. filed on December 12, 2018.
(3)
Filed as an exhibit to the Company's Current Report on Form 8-K filed on January 31, 2020.
(4)
Filed as an exhibit to the Company's Annual Report on Form 10-K for the period ended December 31, 2020, filed on March 30, 2021.
Page 4 of 5
|
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|
The aggregate market value of the Common Stock held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on the New York Stock Exchange on June30, 2020, was $153,276,957.
The number of shares of the Registrants Common Stock outstanding as of February15, 2021 was 20,059,390.
Part III of this report incorporates information by reference to the Registrants proxy statement for its 2021 annual meeting of shareholders, which proxy statement will be filed with the Securities and Exchange Commission no later than 120 days after the close of the year ended December 31, 2020.
Explanatory Note
Mayville Engineering Company, Inc. is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission on March 5, 2021, solely to revise the certifications filed as Exhibits 31.1 and 31.2 to the original Form 10-K, which inadvertently omitted certain language regarding internal control over financial reporting required to be included in paragraph 4. This Form 10-K/A does not reflect events occurring after the filing of the original Form 10-K and, other than the filing of the corrected certifications mentioned above, does not modify or update the disclosures in the original Form 10-K in any way.
### PART IV
Item 15. Exhibits Financial Statement Schedules.
Consolidated Financial Statements and Schedules
No financial statements or schedules are filed as part of this Amendment No.
### Exhibits
The exhibits listed in the exhibit index below are filed with this Amendment No.
EXHIBIT INDEX
|
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|
Us for services rendered to us for the years ended December31, 2020 and 2019 by our independent registered public accounting firm, Marcum LLP (in thousands).
(A)
The audit fee consisted of fees for the audit of our financial statements, the review of the interim financial statements included in our quarterly reports on Form 10-Q, and other professional services provided in connection with the statutory and regulatory filings or engagements and capital market financings.
The Audit Committee has responsibility for selecting, appointing, evaluating, compensating, retaining and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established policies and procedures in its charter regarding pre-approval of any audit and non-audit service provided to the Company by the independent registered public accounting firm and the fees and terms thereof.
The Audit Committee considered the compatibility of the provision of other services by its registered public accountant with the maintenance of their independence. The Audit Committee approved all audit services provided by Marcum in 2020 and 2019. Except for certain corporate tax compliance services, Marcum LLP did not perform any non-audit services in 2020 or 2019.
### PARTIV
Item 15.
(c)
### Exhibits
The exhibits to this Amendment No. 1 to Annual Report on Form10-K/A are set forth below. The exhibit index indicates each management contract or compensatory plan or arrangement required to be filed as an exhibit.
*
Indicates management compensatory plan, contract or arrangement.
|
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|
[
Glu Mobile Inc
]
### EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this Amendment) amends the Annual Report on Form 10-K of Glu Mobile Inc. (Glu) for the fiscal year ended December 31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on February 26, 2021 (the Original Filing). We are filing this Amendment for the purpose of providing the information required by and not included in Part III of the Original Filing that was omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K because we no longer intend to file our definitive proxy statement for our 2021 Annual Meeting of Stockholders (the Proxy Statement) within 120 days after the end of our fiscal year ended December 31, 2020. Part IV of the Original Filing is being amended solely to add as exhibits certain new certifications in accordance with Rule 13a-14(a) promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the Exchange Act).
The reference on the cover of the Original Filing to the incorporation by reference of the Proxy Statement into Part III of the Original Filing is hereby deleted. Except as expressly set forth in this Amendment, we are not amending any other part of the Original Filing. This Amendment should be read in conjunction with the Original Filing and with any of our filings made with the SEC subsequent to filing of the Original Filing on Form 10-K.
All references to Company, Glu, Glu Mobile, we, us or our are references to Glu Mobile Inc.
### PART III
Item 10.
### Item 11. Executive Compensation
Item 12.
Item 13.
### Item 14.
PART IV
Item 15.
|
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|
Acquirer) became the disclosure controls and procedures and internal control over financial reporting of the combined company, and the financial reporting and accounting personnel of Legacy Nuvation Bio assumed such roles and responsibilities with the combined company.
This Annual Report on Form
13a-15(f) and
Item9B.
### Other
None.
PART III
### Item14
### Audit Fees
For the period from April24, 2020 (inception) through December31, 2020, fees incurred for our independent registered public accounting firm were approximately $121,000, for the services Withum performed in connection with our Initial Public Offering, review of quarterly
Form10-Qs, audit related consents and the audit of our December31, 2020 financial statements included in the Original Filing and the audit of our restated financial statements included in this Amendment.
### Audit-Related Fees.
For the period from April24, 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 consolidated financial statements.
Tax Fees
For the period from April24, 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
For the period from April24, 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
This Amendment No. 1 to Form 10-K (this Amendment) amends the Annual Report on Form 10-K for the fiscal year ended September 30, 2020, originally filed on November 30, 2020 (the Original 10-K), of Adient plc (Adient). Adient is filing this Amendment to amend Item 15 of the Original 10-K to include the separate financial statements of Yanfeng Adient Seating Co, Ltd. (YFAS) as required by Rule 3-09 of Regulation S-X because YFAS was deemed significant to Adient under Rule 3-09 of Regulation S-X (the Rule 3-09 financial statements). The Rule 3-09 financial statements were not included in the Original 10-K because, as previously disclosed, YFASs fiscal year ended on December 31, 2020, after the date of the filing of the Original 10-K. The Rule 3-09 financial statements include consolidated balance sheets of YFAS as of December 31, 2020, 2019 and 2018 and the related consolidated statements of income, of changes in owners equity, and cash flows for each of the three years in the period ended December 31, 2020. In accordance with Rule 3-09 of Regulation S-X, only the financial statements as of and for the years ended December 31, 2019 and December 31, 2018 are required to be audited. The Rule 3-09 financial statements as of and for the year ended December 31, 2020 are unaudited. The Rule 3-09 financial statements were prepared and provided to Adient by YFAS.
This Amendment should be read in conjunction with the Original 10-K. The Original 10-K has not been amended or updated to reflect events occurring after November 30, 2020, except as specifically set forth in this Amendment.
Adient plc | Form 10-K | 3
### PART IV
Item 15.
|
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|
Pre-approving annual audit and non-audit services, as well as preapproving the external auditors compensation for audit and non-audit services.
The Vice-President, Financial Planning and Accounting submits reports at least quarterly to the Audit and Finance Committee listing the services that were performed or planned to be performed by the external auditor.
Any additional services to be provided by the external auditor that were not included in the list of pre-approved services or exceed the budgeted amount by more than 10percent must each be pre-approved by the Audit and Finance Committee or the committee chair. The committee chair must report any additional pre-approvals at the next committee meeting.
The Audit and Finance Committee reviews the policy as necessary to make sure it continues to reflect our needs.
Our chief internal auditor monitors compliance with the policy.
The Audit and Finance Committee or committee chair must be satisfied that any services it pre-approves will not compromise the independence of the external auditor. The committee pre-approved all services performed by the external auditor in 2020, in accordance with the policy.
PART IV
ITEM15.
### EXHIBITS, FINANCIAL STATEMENT SCHEDULE
Part IV (Item 15) of the 2020 Form
10-K is hereby amended solely to add the following exhibits required to be filed in connection with this AmendmentNo.1.
(b) Exhibits
Exhibits are listed in the exhibit index below.
### Exhibit
Description
31.1*
### CEO Rule
13a-14(a)
10-K/A
31.2*
### CFO Rule
13a-14(a)
10-K/A
104*
*
Filed with this Amendment No.1 on Form
10-K/A
ITEM16.
FORM
10-K
### SUMMARY
Not applicable.
|
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|
### EXPLANATORY NOTE
Golden Matrix Group, Inc. (the
Company
, we and us
) is filing this Amendment No. 1 (
### Amendment No. 1
) to our Annual Report on Form 10-K for the year ended January 31, 2021 (the
Original Form 10-K
), as filed with the Securities and Exchange Commission on April 30, 2021 (the
### Original Filing Date
), solely to correct a typographical error in the Consent of Independent Registered Public Accounting Firm included as
### Exhibit 23.1 thereto (the
Consent
) that resulted in an improperly worded auditors consent. A new
Exhibit 23.1 with the appropriate corrections is filed as
### Exhibit 23.1 attached hereto.
Except as described above, no changes have been made to the Original Form 10-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 Form 10-K. This Amendment No. This Amendment No. 1 is an exhibit-only filing. Except for
Exhibit 23.1
, this Amendment does not otherwise update any exhibits as originally filed or previously amended.
1 also contains a new certification for our Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 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, paragraphs 3, 4, and 5 have been omitted from such certification. The Company is not including certifications pursuant to Section 1350 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 No. 1.
### PART IV
Item 15.
|
dc00ce7457d7fdf5631b443ff2cce74f
|
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|
### EXPLANATORY NOTE
The sole purpose of this Amendment # 1 to Annual Report on Form 10-K ("Form 10-K") for the period ended March 31,2021, is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.
This Amendment #1 to the Form 10-K speaks as of the original filing date of the Form 10-K 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 Form 10-K.
ITEM 15. EXHIBITS AND REPORTS ON FORM 10-K
(A) LISTING OF EXHIBITS
EXHIBIT
NUMBER
### DESCRIPTION
3(i)(a)
Articles of Incorporation of Kyto Technology and Life Science, Inc.*
3(i)(b)
Articles of Amendment changing name to Kyto Technology and Life Science, Inc.*
3(i)(c)
Delaware incorporation and revised articles of incorporation **
3(ii)
Bylaws of Kyto Technology and Life Science, Inc.*
31.1
Section 302 Certification of the principal executive officer ***
31.2
Section 302 Certification of the principal financial and accounting officer***
32.1
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the principal executive officer ***
32.2
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the principal financial accounting officer***
18.1
Auditors preferability letter re adoption of ASC 946 **
### XBRL (eXtensible Business Reporting Language) ***
* Filed as Exhibit to Company's Form 10-SB on September 12 th
, 2003, with the Securities and Exchange Commission
** Filed as Exhibit with the Form 10-K for the period ended March 31, 2020 filed on June 30, 2020.
*** Filed herewith
|
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|
### This Amendment No. 1 on Form 10-K/A (this
Amendment
) to HealthLynked Corps Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the
### Original Filing
), which was originally filed with the Securities and Exchange Commission on March 31, 2021 (the
Original Filing Date
), is being filed for the sole purpose of amending the Exhibits contained in Item 15(a)(3) of Part IV of the Original Filing to include Exhibit 4.3, Description of our Common Stock, which was inadvertently omitted from the Original Filing as a result of an administrative error.
Except as described above, no changes have been made to the Original Filing and this Amendment does not modify, amend, or update in any way any of the financial or other information contained in the Original Filing. This Amendment does not reflect events that may have occurred subsequent to the Original Filing Date.
In addition, as required by Rule12b-15under theSecurities Exchange Act of 1934, as amended, new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to this Amendment No. Because no financial statements have been included in thisAmendmentNo. 1 and thisAmendmentNo. 1 does not contain or amend any disclosure with respect to Items307and308ofRegulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.
PART IV
ITEM 15.
(a)(1) See the Original Filing
(2)
(3)
The Exhibits 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.
|
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|
Applied Optoelectronics, Inc. (the Company or "AOI") is filing this Amendment No. 1 (this Amendment No. 1) to its annual report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission on February 25, 2021 (the Original Form 10-K), in order to correct Items 11 and 13 of PartIII of the Original Form 10-K.
This Amendment No. 1 should be read in conjunction with the Original Form 10-K, which continues to speak as of the date of the Original Form 10-K. Other than the with respect to Items 11 and 13 of Part III, this Amendment No.1 does not modify or update the disclosures in the Original Form 10-K in any way. 1 does not reflect events occurring after the filing of the Original Form 10-K or modify or update any related or other disclosures.
Item 11.
### Executive Compensation
The information required regarding the compensation of our named executive officers and directors is incorporated herein by reference from the information contained our Proxy Statement.
The information required regarding pay ratio disclosure is incorporated herein by reference from the information contained our Proxy Statement.
The information required regarding our Compensation Committee and the Compensation Committee Report are incorporated by reference from the information contained in our Proxy Statement.
### Item 13.
The information required regarding related transactions is incorporated herein by reference from the information contained in our Proxy Statement.
The information required regarding the independence of our directors is incorporated herein by reference from the information contained in our Proxy Statement.
|
a26af0da7dedd3fcf2c0dd204424c8e0
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|
### FORM10-K
Pursuant to Part IV, Item 16, a summary of Form 10-K content follows, including hyperlinked cross-references (in the EDGAR filing). This allows users to easily locate the corresponding items in Form 10-K, where the disclosure is fully presented. The summary does not include certain Part III information that will be incorporated by reference from the proxy statement, which will be filed after this Form 10-K filing.
### Beginning
Page
ITEM 8
Financial Statements and Supplementary Data (continued)
Consolidated Statement of Changes in Equity for the years ended December 31, 2020, 2019 and 2018
Consolidated Statement of Cash Flows for the years ended December 31, 2020, 2019 and 2018
Note 1. Significant Accounting Policies
### Note 2. Revenue
Note 3. Acquisitions and Divestitures
### Note 4.
Note 5. Restructuring Actions
### Note 6. Supplemental Income Statement Information
Note 7. Supplemental Balance Sheet Information
Note 8. Supplemental Equity and Comprehensive Income Information
### Note 9. Supplemental Cash Flow Information
Note 10. Income Taxes
Note 11. Marketable Securities and Held-to-Maturity Debt Securities
### Note 12. Long-Term Debt and Short-Term Borrowings
Note 13. Pension and Postretirement Benefit Plans
### Note 14. Derivatives
Note 15. Fair Value Measurements
### Note 16.
Note 17. Leases
### Note 18. Stock-Based Compensation
Note 19. Business Segments and Geographic Information
### Note 20. Quarterly Data (Unaudited)
ITEM 9
### ITEM 9A
Controls and Procedures
### ITEM 9B
Other Information
PARTIII
### ITEM 10
### ITEM 11
Executive Compensation
### ITEM 12
### ITEM 13
### ITEM 14
PARTIV
ITEM 15
|
aeaa103c94095918f8f5f7b8f682769e
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|
Unit's Annual Report under cover Form 10-K for the year ended December 31, 2020).
Subsidiaries of the Registrant (filed as an Exhibit to Unit's Annual Report under cover Form 10-K for the year ended December 31, 2020).
23.1
Consent of Ryder Scott Company, L.P. (filed as an Exhibit to Unit's Annual Report under cover Form 10-K for the year ended December 31, 2020).
31.1
Certification of Chief Executive Officer under Rule 13a - 14(a) of the Exchange Act (relating to the Original 2020 Form 10-K).
31.2
Certification of Chief Financial Officer under Rule 13a - 14(a) of the Exchange Act (relating to the Original 2020 Form 10-K).
31.3
Certification of Chief Executive Officer under Rule 13a - 14(a) of the Exchange Act (filed herewith).
31.4
Certification of Chief Financial Officer under Rule 13a - 14(a) of the Exchange Act (filed herewith
).
Certification of Chief Executive Officer and Chief Financial Officer under Rule 13a-14(a) of the Exchange Act and 18 U.S.C. Section 1350, as adopted under Section 906 of the Sarbanes-Oxley Act of 2002 (filed as an Exhibit to Unit's Annual Report under cover Form 10-K for the year ended December 31, 2020).
99.1
Ryder Scott Company, L.P. Summary Report (filed as an Exhibit to Unit's Annual Report under cover Form 10-K for the year ended December 31, 2020).
101.INS
XBRL Instance Document.
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).
Indicates a management contract or compensatory plan identified under the requirements of Item15 of Form10-K.
|
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|
### EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this Form 10-K/A) to EVERTEC, Inc.s Form 10-K for the fiscal year ended December 31, 2020 (the Form 10-K) is being filed to check the Yes box on the cover page of the Form 10-K indicating that the Company is a well-known seasoned issuer as defined in Rule 405 of Regulation S-K. The No box was incorrectly checked in the original filing of the Form 10-K, and this amendment corrects that error.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), new certifications of our principal executive officer and principal financial officer are also being filed as exhibits to this Amendment. Except as otherwise expressly noted above, this Form 10-K/A does not amend any other information set forth in the Form 10-K. This Form 10 K/A continues to speak as of the date of the Form 10-K and does not include any changes to the consolidated financial statements. Except where expressly noted, we have not updated disclosures contained herein or therein to reflect any events that occurred at a date subsequent to the date of the Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Form 10-K and our other filings with the SEC.
### Part IV
Item15.
(3) Exhibits
Exhibit No.
Description
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), 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) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
32.2**
* Filed herewith.
** Furnished herewith.
|
8f3c561803d1d37b0e5ae6527ca7f413
|
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|
Stock included in the Units sold as part of the Initial Public Offering contain a redemption feature as described in the prospectus for the public offering. In accordance with the Financial Accounting Standards Boards Accounting Standards Codification (ASC) Topic 480 Distinguishing Liabilities from Equity, redemption provisions not solely within the control of Holicity Inc. require the security to be classified outside of permanent equity. Our amended and restated certificate of incorporation provides a minimum net tangible asset threshold of$5,000,001. Holicity Inc. recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares will be affected by charges against additional paid-in capital.
### Public and Private Placement Warrants
We account for the warrants issued in connection with our initial public offering in accordance with ASC 815-40, Derivatives and HedgingContracts in Entitys Own Equity (ASC 815), under which the warrants do not meet the criteria for equity classification and must be recorded as liabilities.
Item 8.
Item9A. Controls and Procedures.
Our Annual Report on Form 10-K and this Amendment do not include an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
On April 30, 2021, we revised our prior position on accounting for warrants and restated our financial statements to reclassify the Companys warrants as described in the Explanatory Note to this Amendment.
### PART IV
Item15.
|
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|
Explanatory Note
This Form
10-K/A
Amendment No.1 to the Annual Report on Form
10-K for the year ended December31, 2020, as originally filed on February19, 2021 (the Original Filing), of WisdomTree Investments, Inc. is being filed for the sole purpose of filing exhibits thereto as required by certain rules under Regulation
S-K as follows:
ITEM15.
### EXHIBITS;
(b). Exhibits
10.21
10.22
10.23
10.24
32.1
Except as expressly noted herein, this Form
10-K/A
Amendment No.1 does not modify or update in any way disclosures made in the Original Filing. 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 expressly indicated in this Form
10-K/A and this amendment does not reflect events occurring after the filing of the Original Filing. Accordingly, this Form
10-K/A
Amendment No.1 should be read in conjunction with the Original Filing and our other filings made with the SEC on or subsequent to February19, 2021.
Unless otherwise indicated, references to the Company, we, us, our and WisdomTree mean WisdomTree Investments, Inc. and its subsidiaries.
WisdomTree and Modern Alpha are registered trademarks of WisdomTree Investments, Inc. All other trademarks are the property of their respective owners.
### EXHIBIT INDEX
Exhibit
Number
Description
10.21*
10.22*
10.23*
10.24*
31.1*
### Rule
13a-14(a)
/
15d-
14(a) Certification
31.2*
### Rule
13a-14(a)
/
15d-
14(a) Certification
31.3*
### Rule
13a-14(a)
/
15d-
14(a) Certification
32.1*
*
Filed herewith
|
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|
This Amendment No. 1 to Form 10-K (this Amendment) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the Form 10-K) originally filed on April 2, 2021 (the Original Filing) by Mudrick Capital Acquisition Corporation II, a Delaware corporation (we, us, our, or the Company). We are filing this Amendment to correct hyperlinks that were mistakenly added to certain exhibits listed in the Exhibit Index under Item 15 of the Original Filing.
Accordingly, this Amendment should be read in conjunction with the Original Filing and our other filings made with the Securities and Exchange Commission (the SEC) subsequent to the filing of the Original Filing.
### Item 15.
(3)
### Exhibits
The exhibits listed in the exhibit index of the Original Filing and the exhibits listed in the exhibit index of this Amendment are filed with, or incorporated by reference into, the Form 10-K. Exhibits which are incorporated herein by reference are available on the SEC website at www.sec.gov.
EXHIBIT INDEX
101.INS XBRL Instance Document***
101.SCH XBRL Taxonomy Extension Schema***
101.CAL XBRL Taxonomy Calculation Linkbase***
101.LAB XBRL Taxonomy Label Linkbase***
101.PRE XBRL Definition Linkbase Document***
101.DEF XBRL Definition Linkbase Document***
*
Filed herewith.
**
Furnished herewith.
***
Previously filed or furnished.
(1)
Incorporated by reference to the Companys Form S-1, filed with the SEC on October 9, 2020 (File No. 333-249402).
(2)
Incorporated by reference to the Companys Form 8-K, filed with the SEC on December 11, 2020.
(3)
Incorporated by reference to the Companys Form S-1/A, filed with the SEC on December 2, 2020 (File No. 333-249402).
|
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|
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|
10.1
***
Letter Agreement, dated December17, 2020, by and among the Company, its officers and directors and the Sponsor. (3)
10.2
***
Promissory Note, dated as of September11, 2020 issued to the Sponsor. (1)
10.3
***
Investment Management Trust Agreement, dated December17, 2020, by and between the Company and Continental, as trustee. (3)
10.4
***
Registration Rights Agreement, dated December17, 2020, by and between the Company and the Sponsor. (3)
10.5
***
Securities Subscription Agreement, dated September11, 2020, by and between the Company and the Sponsor. (1)
10.6
***
Private Placement Warrants Purchase Agreement, dated December17, 2020, by and between the Company and the Sponsor. (3)
10.7
***
Administrative Support Agreement, dated December17, 2020, by and between the Company and the Sponsor. (3)
10.8
***
Formof Indemnity Agreement. (2)
14.1
***
Formof Code of Ethics. (2)
31.1
*
Certification of the Principal Executive Officer required by Rule13a-14(a)or Rule15d-14(a).
31.2
*
Certification of the Principal Financial Officer required by Rule13a-14(a)or Rule15d-14(a).
32.1
**
Certification of the Principal Executive Officer required by Rule13a-14(b)or Rule15d-14(b)and 18 U.S.C. 1350
32.2
**
Certification of the Principal Financial Officer required by Rule13a-14(b)or Rule15d-14(b)and 18 U.S.C. 1350
*
Filed herewith.
**
Furnished herewith.
***
Previously filed.
(1)
Incorporated by reference to the Companys FormS-1, filed with the SEC on November30, 2020.
(2)
Incorporated by reference to the Companys FormS-1/A, filed with the SEC on December9, 2020.
(3)
Incorporated by reference to the Companys Form8-K, filed with the SEC on December23, 2020.
|
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|
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|
### EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this "Amendment") amends the Annual Report on Form 10-K of Pioneer Energy Services Corp. ("Pioneer," "Company," "we," "us," and "our") for the year ended December31, 2020 that was originally filed with the U.S. Securities and Exchange Commission ("SEC") on March5, 2021 (the "Original Filing"). The purpose of this Amendment is to provide the information required by Items 10, 11, 12, 13, and 14 of Part III of the Original Filing, which information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), currently dated certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof.
Except as described above, this Amendment does not amend or otherwise update any other information in the Original Filing.
On March 1, 2020, we filed voluntary petitions for reorganization under title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas (the Bankruptcy Court). On May 11, 2020, the Bankruptcy Court confirmed the plan of reorganization (the Plan) that was filed with the Bankruptcy Court on March 2, 2020, and on May 29, 2020 (the Effective Date), the conditions to effectiveness of the Plan were satisfied, and we emerged from Chapter 11.
Page
### PART III
Item10.
Item11.
### Executive Compensation
Item12.
Security Ownership of Certain Beneficial Owners and Management and Related S ecurity holder Matters
### Item13.
Item14.
### PART IV
Item15.
|
8031df4a4d20a9fb7b4982647a7e164f
|
[{"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"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}]
|
And upon conversion of the founder shares.
### Related Party Policy
### Director Independence
Eshelman, Mario, Dolan and Reicin are independent directors as defined in the Nasdaq listing standards and applicable SEC rules.
### Item14
WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm.
### Audit Fees
For the year ended December 31, 2020 and for the period from August 13, 2019 (inception) through December 31, 2019, fees for our independent registered public accounting firm were approximately $82,000 and $50,000, respectively, for the services Withum performed in connection with our Initial Public Offering, review of the financial information included in our Forms 10-Q for the respective periods and the audit of our December 31, 2020 and 2019 financial statements included in this Annual Report on Form 10-K/A.
Audit-Related Fees
For the year ended December 31, 2020 and for the period from August 13, 2019 (inception) through December 31, 2019, 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
For the year ended December 31, 2020 and for the period from August 13, 2019 (inception) through December 31, 2019, fees for our independent registered public accounting firm were approximately $4,500 for each period.
All Other Fees
For the year ended December 31, 2020 and for the period from August 13, 2019 (inception) through December 31, 2019, 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.
|
741e05c77dc627fc13959a78a96a96c7
|
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|
[
Logicbio Therapeutics Inc
]
Portions of the registrants definitive proxy statement for its 2021 Annual Meeting of Stockholders, which the registrant filed pursuant to Regulation 14A with the Securities and Exchange Commission within 120 days after the registrants fiscal year ended December 31, 2020, are incorporated by reference into Part III of this Annual Report on Form
10-K.
### EXPLANATORY NOTE
This Amendment No.1 (the Amendment) to the Annual Report on Form
10-K of LogicBio Therapeutics, Inc. (the Company) for the fiscal year ended December31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on March15, 2021 (the Original Filing), is being filed solely to correct the Companys accelerated filer status included on the cover page of the Original Filing. This Amendment corrects the Companys filer status to non-accelerated filer. The correct box is designated on the cover page of this Amendment. This Amendment contains only the cover page, this explanatory note, the exhibit index, the signature page and the new certifications (as further explained in the last paragraph of this explanatory note).
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, paragraph 3 of the certifications have been omitted.
### PART IV
Item15.
(a)
The following documents are filed as a part of this Amendment:
(3)
### The following exhibits:
Number
Description
31.1*
Rule 13a14(a) / 15d14(a) CertificationsChief Executive Officer.
31.2*
Rule 13a14(a) / 15d14(a) CertificationsChief Financial Officer.
*
Filed herewith.
|
1b34ac138b5bfbcd0c84f1098781adec
|
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|
### EXPLANATORY NOTE
On February 16, 2021, Liberty Global plc (the
Registrant
) filed with the Securities and Exchange Commission its Annual Report on Form 10-K (the
### Form 10-K
) for the year ended December 31, 2020.
1 on Form 10-K/A (the
### Form 10-K/A
) to include under Item 15 the consolidated financial statements of its equity investee VodafoneZiggo Group Holding B.V., as required by Rule 3-09 of Regulation S-X. Accordingly, the Registrant hereby amends and replaces in its entirety Item 15 of its Form 10-K.
Except as described above, this Form 10-K/A does not update or modify in any way the disclosures provided in the Registrant's Form 10-K, and does not purport to reflect any information or events subsequent to the February 16, 2021 filing thereof.
### PART IV
Item 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) (1)FINANCIAL STATEMENTS
The financial statements required under this Item begin on page II-45 of this Annual Report on Form 10-K.
(a) (2)FINANCIAL STATEMENT SCHEDULES
The financial statement schedules required under this Item are as follows:
(a) (3)EXHIBITS
Listed below are the exhibits filed as part of this Annual Report on Form 10-K (according to the number assigned to them in Item 601 of Regulation S-K):
IV-1
IV-2
IV-3
IV-4
IV-5
IV-6
_______________
*
Filed with the Registrants Form 10-K dated February 16, 2021
**Filed herewith
*** Furnished herewith
**** Schedules and similar attachments to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation SK. The Registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules and similar attachments upon request by the United States Securities and Exchange Commission
None.
IV-7
|
b12173a05ef1b30adebacfde01445c77
|
[{"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"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}]
|
### EXPLANATORY NOTE
Green Plains Partners LP (the partnership) is filing this Amendment No. 1 on Form 10-K/A (this Amendment), to the partnerships Annual Report on Form 10-K for the fiscal year ended December 31, 2020, originally filed with the Securities and Exchange Commission (the SEC) on February 16, 2021 (the Original Filing), solely to include information required by Item 11 of Part III of Form 10-K. The information required by Item 11 of Part III of From 10-K was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K. This Amendment amends and restates in its entirety Item 11 of Part III of the Original Filing.
Pursuant to the SEC rules, Item 15 of Part IV has also been amended to contain the currently dated certificates from the partnerships principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The certificates of the partnerships principal executive officer and principal financial officer are attached to this Amendment as Exhibits 31.3 and 31.4. Additionally, the partnership is not including the certificate under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment.
Other than with respect to the information contained herein with respect to Item 11 of Part III below, this Amendment does not change any of the information contained in the Original Filing. Other than as specifically set forth herein, the partnership has not updated or amended the disclosures contained in the Original Filing to reflect events that have occurred since the date thereof.
TA
### BLE OF CONTENTS
Page
PART III
Item 11.
Executive Compensation.
### PART IV
Item 15.
|
6b3809074249142c67940e704e545dbb
|
[{"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"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}]
|
Net operating loss carryovers do not expire and may offset up to 80% of taxable income in any given year.
For the period from August24, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $15,165.
### DECEMBER 31, 2020
### NOTE 11. FAIR VALUE MEASUREMENTS
### Level1:
Level2:
### Level3:
### DECEMBER 31, 2020
815-40 and are presented within warrant liabilities on our balance sheet.
The Private Placement Warrants were initially and continue to be valued using a binomial lattice simulation model, which is considered to be a Level3 fair value measurement. The binomial lattice models primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable blank-check companies without an identified target. A binomial lattice simulation methodology was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants.
The key inputs into the binomial lattice simulation model for the Public Warrants and Private Placement Warrants were as follows at December 22, 2020 (Initial Measurement) and December 31, 2020:
### DECEMBER 31, 2020
There were no transfers in or out of Level3 from other levels in the fair value hierarchy.
NOTE 12. SUBSEQUENT EVENTS
Based upon this review, other than described in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements..
|
d8df5992580661ac58dee6eee329414a
|
[{"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"}, {"idx": "10k", "domain": "business", "domain2": "", "header_footer": "", "lang": "en", "source": "business-0.jsonl"}]
|
### EXPLANATORY NOTE
Allena Pharmaceuticals, Inc. (the Company) is filing this Amendment No.1 (the Amendment) on Form
10-K/A to amend its Annual Report on Form
10-K for the fiscal year ended December31, 2020, filed with the Securities and Exchange Commission on March11, 2021 (the Original
10-K), for the purpose of filing revised versions of Exhibits 31.1 and 31.2 filed with the Original
10-K.
The Company is filing revised exhibits solely in order to include in the certifications set forth in the Exhibits the language of revised paragraph 4(b), which language was inadvertently omitted from the certifications when originally filed. The Amendment does not reflect events occurring after the date of the filing of the Original
10-K or modify or update any of the other disclosures contained therein in any way. Accordingly, the Amendment should be read in conjunction with the Original
10-K.
The Amendment consists solely of the preceding cover page, this explanatory note, the signature page and paragraphs 1, 2, 4 and 5 of each of the revised certifications filed as exhibits to the Amendment. Because no financial statements have been included in this Amendment, paragraph 3 of each of the certifications set forth in the Exhibits has been omitted.
ITEM15.
3.
### List of Exhibits
(b)
Exhibit Index.
### Exhibit
Number
Description
31.1*
Certification of Principal Executive Officer pursuant to Exchange Act Rules
13a-14(a) and
31.2*
Certification of Principal Financial Officer pursuant to Exchange Act Rules
13a-14(a) and
Cover Page Interactive Data Filethe cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*
Filed herewith.
|
3febfa92f8029ad85fa897d9166f44c8
|
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|
Sustainable Opportunities Acquisition Corp. (the Company) is filing this Amendment No.1 to its Annual Report for the fiscal year ended December31, 2020 on Form 10-K/A (the Amendment) to amend and restate certain items in its Annual Report for the fiscal year ended December31, 2020 on Form 10-K originally filed with the U.S. We are also restating our financial statements as of May 8, 2020, as of and for the year ended December 31, 2020, as of and for the three and nine month periods ended September 30, 2020 and as of and for the three and six month periods ended June 30, 2020 (the Affected Periods) in the accompanying financial statements included in this Annual Report, including describing the restatement and its impact on previously reported amounts.
The restatement results from the Companys prior accounting for its outstanding warrants issued in connection with its initial public offering in May 2020 as components of equity instead of as derivative liabilities.
On April 12, 2021, the Staff of the SECs Division of Corporation Finance (Staff) issued a statement (the Staff Statement) entitled Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.
Therefore, the Company is restating in this Amendment its financial statements for the Affected Periods (the Restatement).
As a result of that reassessment, the Companys management determined that its disclosure controls and procedures for the Affected Periods were not effective solely as a result of its classification of the Warrants as a component of equity instead of as derivative liabilities.
Risk Factors; (ii)Part II, Item7. (iii)Part II, Item8. (iv)Part II, Item9A. Controls and Procedures; and (v)Part IV, Item15.
|
1e17d0814692d7c238666836adf7a5d7
|
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|
Payable, short term with the Manager by which the Manager advanced funds for acquisitions, dividends and working capital. On September30, 2019 and October2, 2019, the Manager advanced $183,000 and $80,000 respectively, to fund a portion of the Companys acquisition of the Brookfield Center Property which closed on October3, 2019. On November29, 2019, the Manager advanced $589,000 to the Company to fund dividends and working capital requirements. The notes are due on demand and bears interest at a rate of 5 percent annually. Interest accrued on the related party notes payable, short term was $5,875 as of December31, 2019. On February20, 2020, the Company repaid the related party notes payable, short term, in the principal amount of $852,000 plus accrued interest of $11,710. As of December31, 2020, the Company had no related party notes payable, short term, outstanding.
### Other related parties
The Company pays Shockoe Properties, LLC, a subsidiary of Dodson Properties, an entity in which one of the owners of the Manager holds a 6.32 percent interest, an annual property management fee of up to three percent of the monthly gross revenues of the Franklin Square, Hanover Square, Ashley Plaza and Brookfield properties. These fees are paid in arrears on a monthly basis. During the years ended December31, 2020 and 2019, the Company paid Shockoe Properties, LLC property management fees of $146,417 and $130,620, respectively.
PARTIV
### EXHIBITINDEX
Exhibit
Number
Description
23.1
Consent of Cherry Bekaert LLP
31.1
Certification of Annual Report by Chief Executive Officer under Section302 of the Sarbanes-Oxley Act of 2002
31.2
Certification by Chief Financial Officer under Section302 of the Sarbanes-Oxley Act of 2002
32.1
32.2
|
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