Amendment: SEC Form 10-K/A filed by Intevac Inc.

EXPLANATORY NOTE

On February 14, 2025, Intevac, Inc. (“Intevac,” the “Company,” “we,” “us,” or “our”) filed its Annual Report on Form 10-K for the fiscal year ended December 28, 2024 (the “Original Filing”) with the Securities and Exchange Commission (the “SEC”). This Annual Report on Form 10-K/A (the “Amendment”) is being filed as Amendment No. 1 to the Original Filing for the purposes of including information that was to be incorporated by reference from our definitive proxy statement pursuant to Regulation 14A of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

In addition, pursuant to the rules of the SEC, we have also included as exhibits currently dated certifications required under Section 302 of The Sarbanes-Oxley Act of 2002. Because no financial statements are contained within this Amendment, we are not including certifications pursuant to Section 906 of The Sarbanes-Oxley Act of 2002. We are amending and refiling Part IV to reflect the inclusion of those certifications.

Except as described above, no other changes have been made to the Original Filing. Except as otherwise indicated herein, this Amendment 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 subsequent to the date of the Original Filing. The filing of this Amendment is not a representation that any statements contained in items of the Original Filing other than Part III, Items 10 through 14, are true or complete as of any date subsequent to the Original Filing.

INTEVAC, Inc.

Index to the Form 10-K/A

For the Fiscal Year Ended December 28, 2024

2

PART III

Board of Directors

Our business is managed under the direction of our board of directors (the “Board”), which currently consists of seven members. Information regarding our directors, including their age as of March 15, 2025, is set forth below. Except for Ryan L. Vardeman, who was appointed to our board of directors in connection with a letter agreement dated as of November 8, 2024 between Intevac and Palogic Value Management, L.P. and certain of its affiliates, there are no arrangements or understandings between any of our directors and any other person pursuant to which he or she is or was to be selected as a director.

AC – Audit Committee, HCC – Human Capital Committee, NGC – Nominating and Governance Committee

Mr. Barber has served as a director of Intevac since February 2018, as Chairman of the Board since September 2024, as Chair of the Human Capital Committee since February 2019, and as a member of the Audit Committee since August 2018. From 2018 to February 2023, Mr. Barber served as Chief Executive Officer of Ensurge Micropower ASA, a publicly traded Norwegian company and a manufacturer of solid state lithium batteries. Prior to joining Ensurge Micropower ASA, Mr. Barber served from 2011 to 2018 as the Senior Vice President and General Manager of the Mobile Division of Synaptics, a provider of human interface technologies. From 2008 to 2010, Mr. Barber served as Chief Executive Officer and president of ACCO Semiconductor, Inc., a fabless semiconductor company serving the mobile communications market. From 2006 to 2008, Mr. Barber served as a consultant for PRTM Management Consultants Inc. From 2003 to 2006, Mr. Barber served in various roles at Skyworks Solutions, a provider of analog semiconductors, including senior vice president and general manager, mobile platforms, and earlier, RF solutions, and senior vice president, operations. From 1997 to 2002, Mr. Barber served as senior vice president of operations for Conexant Systems. Mr. Barber holds a BS in Electrical Engineering from San Diego State University and an MBA from Pepperdine University. The Board believes Mr. Barber’s qualifications to serve on the Board include his experience as chief executive officer of a solid state lithium battery company and his years of operational and management experience in the mobile display and handset, tablet, and semiconductor device industries.

Mr. Hunton joined Intevac in January 2022 as President and Chief Executive Officer (“CEO”) and has served as a director of Intevac since January 2022. Prior to joining Intevac, Mr. Hunton served as President and Chief Executive Officer at Photon Control Inc., a provider of optical sensors and systems to the semiconductor equipment industry, from May 2019 to July 2021. From July 2017 to May 2019, he was the President and Chief Executive Officer at Ferrotec (USA) Corporation, an electronics component manufacturing company. From April 2017 to July 2017, Mr. Hunton served as Special Projects Manager at Ferrotec GmbH. Mr. Hunton served as Managing Director at Hunton Associates Ltd, a management consulting company, from January 2016 to July 2017. From 2012 to 2015, Mr. Hunton served as Chief Executive Officer of MBA Polymers, Inc., a recycling company. From 1985 to 2012, Mr. Hunton served in various management roles at the Edwards Group, a global vacuum technology company. Mr. Hunton holds a BS in mechanical engineering from University of Manchester Institute of Science and Technology. The Board believes Mr. Hunton’s qualifications to serve on the Board include his years of executive experience, including as chief executive officer of several companies, his strong leadership abilities, management skills and technical expertise.

3

Mr. Dury has served as a director of Intevac since July 2002, as the Chair of the Nominating and Governance Committee since February 2018 and as a member of the Audit Committee since May 2022. Mr. Dury previously served as Chairman of the Board from August 2017 to September 2024 and as Lead Independent Director from 2007 to 2017. Mr. Dury served as a co-founder of Mentor Capital Group, a venture capital firm from July 2000 until his retirement in May 2009. From 1996 to 2000, Mr. Dury served as Senior Vice President and Chief Financial Officer (“CFO”) of Aspect Development, a software development firm. Mr. Dury holds a BA in psychology from Duke University and an MBA from Cornell University. The Board believes Mr. Dury’s qualifications to serve on the Board include his executive experience as a partner in a venture capital firm, his experience with financial accounting matters as a previous CFO, and his operational, management and corporate governance expertise working on other companies’ boards of directors.

Ms. Hayes has served as a director of Intevac since June 2019, as Chair of the Audit Committee since August 2019 and as a member of the Human Capital Committee since May 2022. Ms. Hayes served from 2003 until her retirement in 2008 as Corporate Controller and Chief Accounting Officer and later as Chief Audit Executive at Intuit, a business and financial software company. From 1999 until 2003, Ms. Hayes served as Vice President, Corporate Controller and Chief Accounting Officer of Agilent Technologies, a public research, development and manufacturing company. From 1989 until 1999, Ms. Hayes served as Assistant Corporate Controller, financial executive of the Measurement Systems Organization and Chief Audit Executive of Hewlett Packard, a multinational information technology company. From 1980 until 1989, Ms. Hayes served in various management functions including Vice President, Corporate Controller of Apollo Computer, a computer hardware and software company. Ms. Hayes previously served on the board of directors at First Tech Federal Credit Union, a cooperative financial institution from 2011 to April 2024 and served as the nonexecutive Chairman from 2016 to April 2022. Ms. Hayes currently serves on the board of directors and as chair of the audit committee of BigBear.ai Holdings, Inc., a software products and technology company that operationalizes artificial intelligence and machine learning at scale through its end-to-end data analytics platform. She previously served as a Strategic Advisor and board member for GigCapital Global, Inc., a serial SPAC issuer, including as chair of the audit committee for GigCapital5, Inc. from February 2021 to March 2024, and chair of the audit committee for GigInternational1, Inc from March 2021 to December 2022. She previously chaired the audit committee of the Vantagepoint Funds, a captive mutual fund series of ICMA Retirement Corporation, and the audit committee for Range Fuels, a privately-held biofuels company. Ms. Hayes currently serves as a board member of the non-profit CoGenerate (formerly Encore.org). Ms. Hayes previously served as a board member of Center for Excellence in Nonprofits and the Computer History Museum. Ms. Hayes holds an MS in Finance from Bentley University and received both an MS in Business Administration and a BA in Elementary Education from the University of Massachusetts, Amherst. The Board believes Ms. Hayes’s qualifications to serve on the Board include her expertise in internal audit and controllership with large global technology companies and corporate governance expertise working on other companies’ boards of directors.

Ms. Klein has served as a director of Intevac since June 2019 and as a member of the Human Capital Committee and the Nominating and Governance Committee since August 2019. She also serves on the board of directors of Aviat Networks, Inc., a provider of private networks, chairing the Nominating and Governance Committee and serving as a member of the Compensation Committee. Ms. Klein currently heads Jasper Ridge Inc., a consulting company developing technology to improve vision and is a director of Gridtential Energy, a private energy storage company. From 2021 to 2023, Ms. Klein was a director of Rockley Photonics Holdings Limited, a photonics technology company, where she chaired the Nominating and Governance Committee and served as a member of the Compensation Committee. From 2017 to 2021, she served as a director of Photon Control Inc., a publicly-listed Canadian company providing sensors and systems to the semiconductor equipment industry, chairing the Mergers & Acquisitions Committee and serving on the Audit Committee. From 2005 to 2010, Ms. Klein served as Senior Director of Applied Ventures LLC, the venture capital arm of Applied Materials, where she recommended and managed venture capital investments in energy storage and solar energy, and represented Applied Materials on the boards of energy technology companies. Prior to that Ms. Klein co-founded Boxer Cross Inc., a semiconductor equipment manufacturer, and served as Chief Executive Officer and on the board of directors from 1997 until its acquisition by Applied Materials in 2003. She previously co-founded and led High Yield Technology Inc., a semiconductor metrology company, from 1986 until its acquisition by Pacific Scientific in 1996. Prior to that, Ms. Klein held management positions at Knoll International, a manufacturer of office furniture systems, and Hewlett-Packard, a multinational information technology company. Ms. Klein holds an MBA from the Stanford Graduate School of Business and a BS from the University of Illinois. The Board believes Ms. Klein’s qualifications to serve on the Board include her experience as a chief executive officer of a semiconductor equipment manufacturing company and years of operational, management and corporate governance expertise working on other companies’ boards of directors in the semiconductor equipment and solar energy industries.

4

Mr. Miyanaga has served as a director of Intevac since August 2024 and as a member of the Human Capital Committee since September 2024. Mr. Miyanaga has spent over thirty years serving in various capacities at Ferrotec (USA) Corporation, an electronics component manufacturing company, most recently as CEO from January 2010 to September 2023, and as Chairman of the board of directors from April 2002 to September 2023. Mr. Miyanaga served on the board of directors of Ferrotec Holdings Corporation an electronics component manufacturing company listed in Japan, from 2015 to September 2023, with additional director roles as Chairman of the Board of Ferrotec Manufacturing Malaysia from April 2022 to June 2023, and as non-executive director at Ferrotec Material Technology Corporation, from 2015 to June 2023. Mr. Miyanaga has also served on the board of directors of Thin SiC Inc., a technology company, since July 2022. Additional director roles include Chairman of the Board of Admap Ceramics Inc. from 2015 to 2018. Mr. Miyanaga holds a BS in business administration from California State University, Fullerton. The Board believes Mr. Miyanaga’s qualifications to serve on the Board include his years of executive experience, including as chief executive officer, his strong leadership abilities, management skills and technical expertise.

Mr. Vardeman has served as a director of Intevac since November 2024. Mr. Vardeman serves as a principal and co-founder of Palogic Value Management, L.P., an investment management company, a position he has held since January 2007. Mr. Vardeman has extensive corporate strategy, operating, financial and investment experience including capital structure analysis, a focus on small-cap equities, and investing in a broad range of industries with an emphasis on technology and software companies. Mr. Vardeman also served on the board of directors of BSQUARE Corporation, a software company that helped businesses create intelligent systems and connected devices, from 2018 to 2023. Mr. Vardeman holds a BS in Electrical Engineering and Computer Science from Texas Tech University and an MBA from the Owen Graduate School of Management at Vanderbilt University. The Board believes Mr. Vardeman’s qualifications to serve on the Board include his executive experience through management of a small-cap investment fund and his extensive financial experience in both public and private companies, which provides the Board with valuable expertise in corporate finance, strategic planning, and capital and credit markets.

Executive Officers

The following table sets forth certain information about our executive officers and their respective ages as of March 15, 2025. Officers are elected by the Board to hold office until their successors are elected and qualified. There are no family relationships among any of our directors or executive officers.

For the biography of Mr. Hunton see the section titled “Board of Directors” above.

Mr. McAulay joined Intevac as Chief Financial Officer in July 2024. Mr. McAulay previously served as Chief Financial Officer of Transphorm, Inc., a semiconductor company and manufacturer of transistors, from November 2015 to July 2024. From December 2012 to October 2015, he serviced as finance director of KLA Corporation, a provider of advanced process control and process-enabling solutions for manufacturing wafers and reticles, integrated circuits, packaging and printed circuit boards. From September 2011 to November 2012, he served as Finance Director, Microcontrollers and Touch Finance Groups at Atmel Corporation, a semiconductor manufacturer. From 2004 to 2011, he served in various roles including audit, group and division controller at National Semiconductor Corporation, a semiconductor manufacturer. Mr. McAulay earned his BS in Math, Statistics and Accountancy, with honors, from the University of Strathclyde in Glasgow, Scotland.

Mr. Dickinson joined Intevac as Vice President of Operations in August 2022 and was promoted to Chief Operating Officer in January 2025. Mr. Dickinson previously served as Director, Mechanical Engineer within the ICAPS group (encompassing chips for IoT, communications, automotive, power, and sensors) of Applied Materials, Inc. from April 2021 to August 2022. From January 2018 to April 2021, Mr. Dickinson served as Managing Director of the Livermore Business Unit of Ferrotec USA, a leading global supplier of advanced materials, components, and precision system solutions used in a broad array of end products, manufacturing systems, and industries. From 2012 to April 2018, Mr. Dickinson served as Applications Engineering Director, Distinguished Member of the Technical Staff at Applied Materials, Inc. From 1995 to 2012, Mr. Dickinson held various management and engineering roles at the Edwards Group, a leading developer and manufacturer of sophisticated vacuum products, abatement solutions and related value-added services. Mr. Dickinson holds an MS in Mechanical Engineering and Materials from the University of London.

5

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than 10% of our common stock, file reports of ownership and changes of ownership with the SEC. Such directors, executive officers and 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. SEC regulations require us to identify anyone who filed a required report late during the most recent year. Based on our review of forms we received, or written representations from reporting persons stating that they were not required to file these forms, we believe that during 2024, all Section 16(a) filing requirements were satisfied on a timely basis, except Mr. Hunton and Mr. Dickinson each filed a late Form 4 on November 26, 2024 to report shares withheld for taxes in connection with the vesting of restricted stock units.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. We have also adopted a Director Code of Ethics that applies to all of our directors. You can find both our Code of Business Conduct and Ethics and our Director Code of Ethics on our website at www.intevac.com. We post on our website any amendments to the Code of Business Conduct and Ethics and the Director Code of Ethics, as well as any waivers, that are required to be disclosed by the rules of either the Securities and Exchange Commission or Nasdaq.

Audit Committee

The Audit Committee, which has been established in accordance with Section 3(a)(58)(A) of the Exchange Act, currently consists of Ms. Hayes (chair), Mr. Barber and Mr. Dury. The Board has determined that each of Ms. Hayes, Mr. Barber and Mr. Dury (i) meets the requirements for independence of audit committee members under the rules and regulations of the SEC and the Nasdaq Listing Rules, (ii) is “financially sophisticated” under the Nasdaq Listing Rules, and (iii) is an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended.

Insider Trading Policies and Procedures

We have adopted an insider trading policy applicable to our directors, officers, employees, consultants and contractors that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable stock exchange listing requirements. A copy of our insider trading policy was filed as Exhibit 19.1 to our 2024 Annual Report on Form 10-K filed with the SEC on February 14, 2025. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.

A Compensation Discussion and Analysis (“CD&A”) is not required to be included in this filing under the scaled disclosure requirements applicable to Smaller Reporting Companies (“SRCs”). The following tables reflect the scaled disclosure available to SRCs.

2024 Summary Compensation Table

The following table presents information concerning the total compensation of Intevac’s named executive officers (the “NEOs”), which consist of (i) Intevac’s President and CEO, who was the Company’s principal executive officer (“PEO”), and (ii) Messrs. McAulay and Dickinson, the two most highly compensated executive officers other than the PEO, who were serving as executive officers at the end of our last fiscal year.

6

Outstanding Equity Awards at 2024 Fiscal Year-End

The following table presents information regarding outstanding stock awards held by the NEOs at the end of fiscal 2024. None of the NEOs held stock options at the end of fiscal 2024.

7

Executive Employment Agreements and Severance Arrangements

Employment Agreement with Nigel Hunton

Pursuant to the terms of an at-will employment agreement dated January 19, 2022, as amended December 11, 2024 (the “Hunton Employment Agreement”), Mr. Hunton is eligible for an annual bonus targeted at 100% of his then-current base salary, which base salary currently is $600,600. The Hunton Employment Agreement also provides that Mr. Hunton is eligible to receive equity awards pursuant to any plans or arrangements we may have in effect from time to time and to participate in our employee benefit plans and programs on the same terms and conditions as other similarly-situated employees.

Under the Hunton Employment Agreement, if we terminate Mr. Hunton’s employment for a reason other than Cause (as such term is defined in the Hunton Employment Agreement) (and not by reason of Mr. Hunton’s death or Disability (as such term is defined in the Hunton Employment Agreement)) or if Mr. Hunton resigns from employment for Good Reason (as such term is defined in the Hunton Employment Agreement), Mr. Hunton will receive as severance:

The receipt of severance under the Hunton Employment Agreement remains contingent upon Mr. Hunton signing and not revoking a release of claims in favor of the Company, and his continued compliance with the terms of his confidentiality agreement entered into with the Company.

8

Under the Hunton Employment Agreement, in the event the severance payments and other benefits payable to Mr. Hunton constitute “parachute payments” under Section 280G of the U.S. Internal Revenue Code and would be subject to the applicable excise tax, then his severance benefits will be either (i) delivered in full or (ii) delivered to such lesser extent which would result in no portion of such benefits being subject to the excise tax, whichever results in his receipt on an after-tax basis of the greatest amount of benefits.

Offer Letter with Cameron McAulay

Pursuant to the terms of an at-will employment offer letter dated July 9, 2024, Mr. McAulay is eligible for an annual bonus targeted at 60% of his then-current base salary, which base salary currently is $380,000. The offer letter also provides that Mr. McAulay is eligible to receive equity awards pursuant to any plans or arrangements we may have in effect from time to time and to participate in our employee benefit plans and programs on the same terms and conditions as other similarly-situated employees.

Offer Letter with John Dickinson

Pursuant to the terms of an at-will employment offer letter dated August 5, 2022, Mr. Dickinson is eligible for an annual bonus targeted at 60% of his then-current base salary, which base salary currently is $365,000. The offer letter also provides that Mr. Dickinson is eligible to receive equity awards pursuant to any plans or arrangements we may have in effect from time to time and to participate in our employee benefit plans and programs on the same terms and conditions as other similarly-situated employees.

Amended and Restated Change in Control Agreements with Cameron McAulay and John Dickinson

In December 2024, we entered into an Amended and Restated Change in Control Agreement with each of Cameron McAulay and John Dickinson (each, a “CIC Agreement”).

As per the terms of each CIC Agreement, if within 12 months following a “change in control” (as such term is defined in the CIC Agreement), we terminate the executive officer’s employment without “cause” (as such term is defined in the CIC Agreement) or if the executive officer resigns for “good reason” (as such term is defined in the CIC Agreement), the applicable executive officer will receive:

The receipt of severance under the CIC Agreement remains contingent upon the executive officer signing and not revoking a release of claims in favor of Intevac.

Under each CIC Agreement, in the event the severance payments and other benefits payable to the applicable executive officer constitute “parachute payments” under Section 280G of the U.S. Internal Revenue Code and would be subject to the applicable excise tax, then his severance benefits will be either (i) delivered in full or (ii) delivered to such lesser extent which would result in no portion of such benefits being subject to the excise tax, whichever results in his receipt on an after-tax basis of the greatest amount of benefits.

9

Compensation of Directors

The following table sets forth information regarding the total compensation awarded to, earned by or paid to each of our non-employee directors during the fiscal year ended December 28, 2024.

Standard Director Compensation Arrangements

Intevac uses a combination of cash and equity compensation to attract and retain qualified candidates to serve on the Board. The Human Capital Committee of the Board conducts an annual review of director compensation in consultation with Radford and, if appropriate, recommends any changes in the type or amount of compensation to the Board. In reviewing director compensation, the Human Capital Committee takes into consideration the compensation paid to non-employee directors of comparable companies, including competitive non-employee director compensation data and analyses prepared by compensation consulting firms and the specific duties and committee responsibilities of particular directors. In addition, the Human Capital Committee may make recommendations or approve changes in director compensation in connection with the Human Capital Committee’s administration and oversight of our 2020 Equity Incentive Plan (the “2020 Plan”). Any change in director compensation is approved by the Board.

Cash Compensation

Annual cash compensation for non-employee board members are as follows:

Directors do not receive cash compensation for attending meetings of the Board.

10

Equity Compensation

Our non-employee directors are eligible to receive grants of options to purchase shares of our common stock and other equity awards pursuant to our 2020 Plan when and as determined by the Board and subject to the 2020 Plan’s limits on annual non-employee director grants. The 2020 Plan provides that no non-employee director may be granted, in any fiscal year, equity awards covering more than 25,000 shares, which limit is increased to 40,000 shares in the fiscal year of his or her initial service as a non-employee director; however, any awards granted to an individual while he or she was an employee, or a consultant, will not count for purposes of these limits.

Under the 2020 Plan, in the event of a change in control, awards granted to non-employee directors vest in full, and, if applicable, become exercisable, as of immediately prior to the change in control. With respect to options previously granted to non-employee directors under our 2012 Equity Incentive Plan (the “2012 Plan”), with respect to equity awards that are assumed or substituted for in connection with a change in control or a merger of Intevac with or into another corporation or entity, if on the date of or following such assumption or substitution the individual’s status as a member of our board or as a director of the successor corporation, as applicable, is terminated other than upon a voluntary resignation by the director (unless such resignation is at the request of the acquirer), then the director will fully vest in and, if applicable, become exercisable, as of immediately prior to the change in control.

Other Arrangements

Non-employee directors also have their travel, lodging and related expenses associated with attending Board or committee meetings and for participating in Board-related activities paid or reimbursed by Intevac.

Equity Compensation Plan Information

The following table provides information as of December 28, 2024 with respect to shares of our common stock that may be issued under our existing equity compensation plans.

11

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the ownership of our common stock as of March 15, 2025, for each person or entity who is known by us to own beneficially more than 5% of the outstanding shares of our common stock, each of the NEOs, each of our directors, and all of our directors and current executive officers as a group.

12

Review, Approval or Ratification of Related Person Transactions

In accordance with our Code of Business Conduct and Ethics, our Director Code of Ethics and its charter, our Audit Committee reviews and approves in advance in writing any proposed related party transactions. The most significant related party transactions, as determined by the Audit Committee, must be reviewed and approved in writing in advance by the Board. Any related party transaction will be disclosed in the applicable SEC filing as required by the rules of the SEC. For purposes of these procedures, “related person” and “transaction” have the meanings contained in Item 404 of Regulation S-K.

Since the beginning of fiscal 2023, there were no transactions to which Intevac was a party or will be a party, in which the amounts involved exceeded or will exceed $120,000 and in which the following persons had or will have a direct or indirect material interest:

Director Independence

The Board has determined that Mr. Barber, Mr. Dury, Ms. Hayes, Ms. Klein, Mr. Miyanaga and Mr. Vardeman are independent directors under the Nasdaq Listing Rules. The Nasdaq independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of the director’s family members has engaged in various types of business dealings with us. In addition, the Board has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board reviewed and discussed information provided by the directors with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

The following table presents fees billed for professional audit services and other services rendered to us by BPM LLP for the fiscal years ended December 28, 2024 and December 30, 2023.

The Audit Committee approves in advance all engagements with BPM LLP, including the audit of our annual financial statements, the review of the financial statements included in our Quarterly Reports on Form 10-Q and any non-audit services. Fees billed by BPM LLP are reviewed and approved by the Audit Committee on a quarterly basis.

13

PART IV

(a) The following documents are filed as part of, or incorporated by reference into, this Amendment on Form 10-K/A:

1. Financial Statements: No financial statements are filed with this Amendment on Form 10-K/A.

2. Financial Statement Schedules: No financial statement schedules are filed with this Amendment on Form 10-K/A.

(b) The following exhibits are filed as part of, or incorporated by reference into, this Amendment on Form 10-K/A:

2. Exhibits

Not applicable.

14

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 19, 2025.

15