UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Commission File No. 001-41231

TC BIOPHARM (HOLDINGS) PLC

(Exact Name of Registrant as Specified in Its Charter)

+44 (0) 141 433 7557

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12(b)-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting ordinary shares held by non-affiliates of the registrant, based upon $10.84, the closing price of the registrant’s American Depositary Shares on the Nasdaq Capital Market on June 30, 2023 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $3.1 million.

As of March 29, 2024, 63,902,641 shares of the registrant’s ordinary shares, £0.0001 par value per share were outstanding. Ordinary shares included in this amount, totaling 61,001,408, had been deposited with the depositary bank and in turn represented 3,050,070 American Depository shares.

ADS ratio change

On December 15, 2023 the Company changed its ratio of ADSs to one ADS representing one ordinary share to one ADS representing 20 ordinary shares. As a result of the ratio change, all references to ADSs in this filing and notes to units of ADSs or per ADS amounts are reflective of the ratio change for all periods presented. In addition, the exercise prices and the numbers of ADSs issuable upon the exercise of any outstanding options to purchase ADSs were proportionally adjusted pursuant to the respective anti-dilution terms of the share-based payment plans.

PART III

Executive officers and directors

Set forth below are the names, ages and positions of our executive officers and directors as of December 31, 2023.

Senior Management

Bryan Kobel (Chief Executive Officer and Director)

Bryan Kobel has served as our Chief Executive Officer since June 2021. Prior to joining the Company, he served as Managing Director at EF Hutton from October 2020 as the head of healthcare investment banking. From June 2018 to October 2020, Mr. Kobel was Managing Director and head of healthcare/capital markets at the Alberleen Group where he led deal origination and structuring, as well as leading the sales efforts for transactions across the Healthcare and Technology sectors. From April 2017 to June 2018, he was Head of Capital Markets at R.F. Lafferty & Co. From March 2012 to April 2017, Mr. Kobel was Managing Director, Capital Markets at Laidlaw & Company. Mr. Kobel holds a BA degree from Franklin & Marshall College and held the FINRA licenses Series 7, 63, 82, 79 and 24.

Martin Thorp (Chief Financial Officer and Director)

Martin Thorp has been a member of the Board of directors since March 2016 and has served, in an executive capacity, as the Chief Financial Officer since March 2019. From December 2014, Martin was founder of a life science financial advisory firm, Copernican Capital Partners Limited (formally NCL Corporate Finance Limited), where he acted as corporate finance adviser to and investor in, several disruptive life science companies. Martin was also a co-founding director of a life science advisory and investment firm NCL Technology Ventures from 2014 to 2018. He was a director of Discovery Park Technology Investments (GP) Limited (and associated investment companies) from September 2016 until July 2018. Martin holds a B.A. in business finance from the University of Kent and qualified as a Chartered Accountant with Arthur Andersen & Co in London in 1977 and became a Fellow of the Institute of Chartered Accountants in England and Wales (ICAEW) in 1986. He was a partner in Arthur Andersen & Co from August 1985, and served in several roles including founder and global managing partner of Arthur Andersen’s international corporate finance business, based latterly in New York. He retired from professional practice in 2002 and consequently ceased to be a member of ICAEW in 2004.

Non-Executive Directors

Dr Mark Bonyhadi (Director)

Mark Bonyhadi, PhD has served as a director since February 2022. He currently serves as an Independent Director for Integra Therapeutics (Barcelona, SP), as well as a Scientific Advisory Board member for CTRL Therapeutics (USA). He is a former Operating Partner and Senior Advisor for Qiming Venture Partners USA (2018-2023). Prior to joining Qiming in December 2018, Mark held positions of Vice President of Research, Head of Academic Affairs, and Vice President of Process Research Sciences from 2013-2018 at Juno Therapeutics. From 2006-2013, Mark was Director of Global Business Development for Cell Therapy at Invitrogen, which was merged with Applied BioSystems, to create Life Technologies, which subsequently was acquired by Thermo-Fisher. Mark was responsible for identifying and implementing business opportunities aligned with the Lifetech/Invitrogen/Thermo cellular medicine portfolio, participating, and leading in the launch of the Cell Therapy Systems (CTS™) product line optimized for cell therapy applications, as well as working with academia and industry to accelerate the development of novel cell and/or gene-based therapies. From 1997-2005, Mark served as Director and later Vice President of Research at Xycte Therapies, a T cell therapy company treating cancer, infectious disease, and autoimmunity. Prior to that, Mark was a senior scientist at SyStemix, a biotech company developing hematopoietic stem cell-and gene-based therapies for treating cancer and HIV, where he did his postdoctoral training. Mark is a former Chair of the Industry Liaison Committee for the American Society for Gene and Cell Therapy (ASGCT), and is a current member of the Society of Immunotherapy for Cancer. Mark received a B.A. from Reed College, Portland, OR (1982) and a PhD from University of California at Berkeley (1990), where he studied T cell immunology, and identified the first delta chain protein product of the recently discovered gamma/delta T cell. Since graduating from UC Berkeley, Mark has been focused on the development of commercially viable approaches and business strategies for bringing cell therapies, gene-modified cell therapies, and regenerative medicine from the bench to the clinic, and into commercial use over the past three decades.

James Culverwell (Director)

James Culverwell has served as a director since February 2022. He was a non-executive director and chairman of the audit committee of Innocoll Holdings plc (a collagen-based drug delivery company) from 2013 until 2017 during which period it relocated from Dublin to Germany and ultimately listed on Nasdaq (INNL). Between 2016 and 2019 he was a non-executive director and chairman of the audit committee of Amryt Pharmaceuticals plc, a commercial and research-based company specializing in rare diseases, which during his tenure listed on the Dublin STX and the London AIM markets and acquired Aegerion, a Nasdaq listed company. Since its foundation in 2006, Mr. Culverwell has been a non-executive director and chairman of the audit committee of Safeguard Biosystems, a private company providing high throughput, multiplexed, molecular diagnostic tests currently undergoing FDA trails. Since 2013 Mr. Culverwell has been Chief Executive and is currently Chairman of HOX Therapeutics, a UK based private company researching early-stage treatments for prostate cancer. Since 2021 he has been a director and the chairman of the audit committee of Quoin Pharmaceuticals Inc., which is undertaking clinical trials for a treatment for rare skin diseases. Since 2010 he has served as a healthcare investment consultant to a large secondary fund, where he performs due diligence on life science investment candidates. In 2005 Mr. Culverwell established a corporate advisory firm, advising small life science companies on fund raising and larger companies on strategy and investor relations. From 1994-2004 Mr. Culverwell was VP and Global Administrator Healthcare Equity Research Merrill Lynch/Bank of America and from 1982-94 he was Director and Head of European Healthcare and Pharmaceutical Equity Research at Hoare Govett/ABN Amro. He holds an MSc (Hons) in biology from the University of Aberdeen.

Arlene Morris (Director)

Arlene Morris has served as a director since February 2022. She currently serves (since July 2019) as a non-executive director of the following companies: Cogent Biosciences, Inc. (NASDAQ: COGT) (since July 2019), where she is the chair the remuneration committee and is a member of the audit committee and the nominating and corporate governance (‘N&G’) committee; Viridian Therapeutics, Inc. (NASDAQ: VRDN) (since January 2018), where she is a member of the audit, pricing and N&G Committees; and Palatin Technologies, Inc. (NYSE: PTN) (since 2015), where she is a member of the compensation and N&G committees. Ms Morris has also served as a non-executive director at the following companies: Neovacs SA (2011 to 2021), Dimension Therapeutics, Inc. (2015-018), Biodel, Inc. (2012-2015), MediciNova, Inc. (2006-2013). Ms Morris is an emeritus member of the board of directors at the Medical University of South Carolina (‘MUSC’) (since 2012) and is also (since 2016) a member of the board of trustees of Carlow University (PA). She has also served as a member (including of the executive committee) of the Biotechnology Innovation Organisation (‘BIO’), which is a biotechnology industry advocacy organization; and of the charitable organization, the Humane Society of Silicon Valley (including chair of the audit committee). She has held senior executive management roles in the pharmaceutical group Johnson & Johnson including business development, product development, strategic marketing, product management and sales management.

Edward Niemczyk (Director)

Edward Niemczyk has served as a director since February 2022. From early 2024, he is a Managing Director at 1585 Healthcare, a private investment firm focused on acquiring and investing in businesses in the healthcare services industry. Prior to his current role and from 2016, he was a  Partner at Bridges Fund Management, Ltd, a private equity firm focused on sustainable and impact investing, where he led its healthcare investing efforts in the U.S. Prior to Bridges, Mr. Niemczyk was an investor at The Beekman Group, LLC and Cordova, Smart and Williams, LLC and started his career at GE Capital Corporation. Mr Niemczyk holds a BA from Franklin & Marshall College and an MBA from Columbia Business School.

Election of Officers

Our executive officers are appointed by, and serve at the discretion of, our board of directors. There are no family relationships among any of our directors or executive officers.

Composition of the Board of Directors

Our board of directors is currently composed of six members.

The executive directors’ service contracts include notice periods of between six and twelve months.

Each of our non-executive directors is engaged on letters of appointment that set out their respective duties and responsibilities. The non-executive directors do not receive benefits upon termination or resignation from their respective positions as directors. Under the non-executive director appointment letters, our non-executive directors are entitled to receive annual fees as determined by the Remuneration Committee.

Committees of Our Board of Directors

Our board of directors has two standing committees: an audit committee and a remuneration committee.

Audit Committee

The audit committee consists of James Culverwell (chair), Arlene Morris and Edward Niemczyk. It assists the board of directors in overseeing our accounting and financial reporting processes. The audit committee consists exclusively of members of our board who are financially literate, and our board of directors has determined that James Culverwell is an “audit committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable Nasdaq rules and regulations. Our board of directors has determined that each member of the audit committee is an independent director under Nasdaq listing rules and under Rule 10A-3 under the Exchange Act. Our audit committee meets regularly each year and oversee and review our internal controls, accounting policies and financial reporting, and provide a forum through which our independent registered public accounting firm reports. Our audit committee also meets regularly with our independent registered public accounting firm without management present. The audit committee is governed by a charter that complies with Nasdaq rules.

The audit committee’s responsibilities include:

Remuneration Committee

The remuneration committee consists of Arlene Morris (chair), James Culverwell and Edward Niemczyk. Under SEC and Nasdaq rules, there are heightened independence standards for members of the remuneration committee, including a prohibition against the receipt of any compensation from us other than standard board member fees. The remuneration committee is governed by a charter that complies with Nasdaq rules.

The remuneration committee’s responsibilities include:

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics, or Code of Ethics, applicable to our employees, senior management, and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of the Code of Ethics is posted on our website, which is located at www.tcbiopharm.com. Information contained on, or that can be accessed through, our website does not constitute a part of this Annual Report and is not incorporated by reference herein.

Clawback Policy

Effective December 1, 2023, we adopted the Clawback Policy. This policy is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Exchange Act, Rule 10D-1 of the Exchange Act, Nasdaq Listing Rule 5608 and other regulations, rules and guidance of the Securities and Exchange Commission thereunder, and related securities regulations and regulations of the stock exchange or association on which Company’s securities are listed.

Insider Adoption or Termination of Trading Arrangements

On February 7, 2022, the Company adopted an insider trading policy. During the fiscal quarter ended March 31, 2024, none of our directors or officers informed us of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.

Executive Compensation Overview

As an “emerging growth company,” we have opted to provide the scaled disclosure information outlined in Item 402(l) of Regulation S-K.

This section provides an overview of the compensation awarded to, earned by, or paid to each individual who served as our principal executive officer during our fiscal year 2023, and our next two most highly compensated executive officers in respect of their service to our company for fiscal year 2023. Our named executive officers, or the Named Executive Officers, for the year ended December 31, 2023, are:

Summary Compensation Table Year Ended December 31, 2023

The following table contains information about the compensation paid to or earned by each of our Named Executive Officers during the two most recently completed fiscal years.

Employment Agreement with Mr. Kobel

On June 15, 2021, we entered into an employment agreement with Mr. Kobel. The employment agreement provides for an annual base salary, with the current base salary being $453,800, as determined by the Remuneration Committee. Mr. Kobel is entitled to participate in the Company’s pension scheme where the Company will make contributions, in line with the permitted 401(k) rules, equivalent to 20% of the annual base salary.

If the Company terminates Mr. Kobel’s employment without cause or Mr. Kobel terminates for good reason, he is entitled to receive six months of base salary upon resignation.

Employment Agreement with Mr. Thorp

On March 1, 2019, we entered into an employment agreement with Mr. Thorp. The employment agreement provides for an annual base salary, with the current base salary being $349,158, as determined by the Remuneration Committee. Mr. Thorp is entitled to participate in the Company’s pension scheme where the Company will make contributions equivalent to 20% of the annual base salary either into the pension scheme, or if elected by Mr. Thorp, as gross salary less related employer’s national insurance.

If the Company terminates Mr. Thorp’s employment without cause or Mr. Thorp terminates for good reason, he is entitled to receive six months of base salary upon resignation.

Employment Agreement with Dr. Michael Leek

On January 14, 2014, we entered into an employment agreement with Dr. Leek. The employment agreement provided for an annual base salary, with the base salary being $481,904 as at January 1, 2023, as determined by the Remuneration Committee. Dr. Leek was entitled to participate in the Company’s pension scheme where the Company makes contributions equivalent to 20% of the annual base salary either into the pension scheme, or if elected by Dr Leek, as gross salary less related employer’s national insurance.

If the Company terminated Dr Leek’s employment without cause or Dr Leek terminated for good reason, he was entitled to receive six months of base salary upon resignation.

Employment Agreement with Angela Scott

On January 14, 2014, we entered into an employment agreement provided for an annual base salary, with the salary being $383,692 as at January 1, 2023, as determined by the Remuneration Committee. Ms. Scott was entitled to participate in the Company’s pension scheme where the Company makes contributions equivalent to 20% of the annual base salary either into the pension scheme, or if elected by Ms. Scott, as gross salary less related employer’s national insurance.

If the Company terminated Ms. Scott’s employment without cause or Ms. Scott terminated for good reason, she was entitled to receive six months of base salary upon resignation.

Outstanding Equity Awards at December 31, 2023

The following table sets forth information regarding outstanding equity awards held by our Named Executive Officers as of December 31, 2023.

Additional Narrative Disclosures

Director Compensation

Our non-employee directors began serving on our board following our February 2022 IPO. Only independent directors receive compensation for their service on the Board of Directors.

Our non-employee directors will receive annual cash compensation of (i) $25,000 for service on the board (ii) $5,000 for service as the Audit Committee chair, (iii) $5,000 for service as the Compensation Committee chair and (iv) $5,000 as Scientific Advisory Board chair. All cash payments will be made quarterly in arrears, and pro-rated for any partial quarters of service.

The following Director Compensation Table summarizes the compensation of each of our non-employee directors for services rendered to us during the year ended December 31, 2023:

No option awards were made to non-employee directors in the year ended December 31, 2023.

The following table and related footnotes set forth information with respect to the beneficial ownership of our ordinary shares as of April 19, 2024 by:

Beneficial ownership, unless otherwise noted is derived from company records, and is based upon 63,902,641 ordinary shares issued and outstanding on Apil 19, 2024, which number includes those represented in the trading market by ADSs (where one ADS represents twenty ordinary shares). In computing the number of ordinary shares owned by a person and the percentage ownership of that person, as determined in accordance with the rules and regulations of the SEC, we have included shares that the person or holder has the right to acquire within 60 days from April 19, 2024, including through the exercise of any option, warrant or other right or the conversion of any other security. All shareholders have the same voting rights.

Unless otherwise noted below, each beneficial owner’s address is: c/o Maxim 1, 2 Parklands Way, Holytown, Motherwell, ML1 4WR, Scotland, United Kingdom.

(*) Indicates a director of TC BioPharm (Holdings) plc.

As of April 19, 2024, assuming that all of our ordinary shares represented by ADSs are held by residents of the United States other than ADSs held by the entities set forth in the table above and certain other holders that we know to be non-residents of the United States, we estimate that approximately 99% of our outstanding ordinary shares (including ordinary shares underlying ADSs) were held in the United States.

As of April 19, 2024, assuming that all of our Warrants are held by residents of the United States other than Warrants held by the entities set forth in the table above and certain other holders that we know to be non-residents of the United States, we estimate that approximately 99% of our Warrants were held in the United States.

Securities Authorized for Issuance under Equity Compensation Plans

As at December 31, 2023, the Company has granted options to issue 42,395 ADSs on exercise of those options. The balance consists of share options granted under the TC Biopharm Limited Enterprise Management Incentive Plan 2014 (options to issue 5,329 ADSs with a weighted average exercise price of £460 per ADS) and TC BioPharm (Holdings) plc 2021 Share Option Scheme (options to issue 37,066 ADSs with a weighted average exercise price of $230 per ADS). There is no limit to the number of options that may be granted other than the available capital.

The TC BioPharm (Holdings) plc 2021 Share Option Scheme became effective upon the completion of the IPO in February 2022 and serves as the successor equity incentive plan to the 2014 Plan. We ceased granting awards under the 2014 Plan upon the implementation of the 2021 Plan described below.

Other than the executive officer and director compensation arrangements discussed in the sections titled “Executive Compensation”, described below are transactions and series of similar transactions, since January 1, 2022, with respect to which we were a party, will be a party, or otherwise benefited, in which:

● the amounts involved exceeded or will, the lesser of $120,000 or average of 1% of total assets for each of last 2 years; and

● a director, executive officer, holder of more than 5% of our ordinary shares or any member of their immediate family had or will have a direct or indirect material interest.

Transactions with Related Persons

The Company entered into the following transactions with related persons (as that term has been defined by instruction 1 to S-K Item 404(a)) during its two fiscal years ended December 31, 2023 as follows:

Issuance of shares, options and warrants to related parties

Since January 1, 2022, the Company entered into the following transactions with Armistice Capital Master Fund Ltd (“Armistice Capital”), a shareholder with more than 5% of our share capital:

Issuance of options to related parties

On February 29, 2024, the Renumeration Committee of the Board of Directors approved a grant of options to purchase ADSs to the Company’s executive officers and non-employee directors under the Company’s 2021 Shares Option Scheme (the “Plan”) and agreed to cancel all shares options previously issued to such persons. Each non-employee director received an option to purchase 41,760 ADSs, or ADSs representing 835,200 Ordinary Shares at an exercise price of $1.09 per ADS, which is equal to the closing price of the Company’s ADSs on the Nasdaq Capital Market on January 31, 2024. Martin Thorp, the Company’s Chief Financial Officer, received an option to purchase 177,122 ADSs, or ADSs representing 3,542,440 Ordinary Shares at an exercise price of $1.09 per ADS, which is equal to the closing price of the Company’s ADSs on the Nasdaq Capital Market on January 31, 2024. Bryan Kobel, the Company’s Chief Executive Officer received an option to purchase 381,606 ADSs, or ADSs representing 7,632,120 Ordinary Shares at an exercise price of $1.09 per ADS, which is equal to the closing price of the Company’s ADSs on the Nasdaq Capital Market on January 31, 2024. All share options that were issued vest immediately upon issuance.

On March 8, 2024, Bryan Kobel, the Chief Executive Officer of the Company agreed to (a) defer the payment of accrued but unpaid contractual pension benefits owed to him in the amount of $66,000 for a period of 9 months and (b) convert an aggregate amount of $24,760 of accrued but unpaid contractual pension benefits owed to him into 476,153 ordinary shares, par value £0.0001 per share of Company, based on a price per share equal to the closing price of the Company’s ADSs on the Nasdaq Capital Market on March 7, 2024 divided by twenty (20), or the ADS ratio.

In addition, the board of directors approved a grant of options to Mr. Kobel to purchase 153,000 ADSs, or ADSs representing 3,060,000 Ordinary Shares at an exercise price of $2.00 per ADS, which is a premium to the closing price of the Company’s ADSs on the Nasdaq Capital Market on March 7, 2024. The options granted to Mr. Kobel were issued under the Company’s 2021 Plan. All share options that were issued vested immediately.

Director Independence

Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors within a specified period following the completion of its IPO. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees be independent. Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his capacity as a member of the audit committee, the board of directors or any other board committee: (i) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or (ii) be an affiliated person of the listed company or any of its subsidiaries. We currently satisfy the audit committee independence requirements of Rule 10A-3. Additionally, remuneration committee members must not have a relationship with us that is material to the director’s ability to be independent from management in connection with the duties of a remuneration committee member.

Our board of directors has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, our board of directors determined, other than Bryan Kobel and Martin Thorp, that all of our directors are “independent directors” as defined under the applicable rules and regulations of the Securities and Exchange Commission, or SEC, and the listing requirements and rules of Nasdaq. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

Our financial statements have been prepared in accordance with U.S. GAAP and are audited by Marcum LLP, our independent registered public accounting firm registered with the Public Company Accounting Oversight Board in the United States. Marcum LLP has served as our independent registered public accountant for the years ended December 31, 2023 and 2022, for which audited statements appear in this Annual Report.

Independent Registered Public Accounting Firm Fees

The following is a summary and description of fees incurred by Marcum LLP for the years ended December 31, 2023, and 2022:

Audit Committee Pre-approval Policy and Procedures

Our Audit Committee reviews and pre-approves the scope and the cost of audit services related to us and permissible non-audit services performed by the independent auditors, other than those for de minimis services which are approved by the Audit Committee prior to the completion of the audit. All of the services related to our company provided by Marcum LLP during the last two fiscal years have been approved by the Audit Committee after February 2022, and prior to February 2022 by the board of directors.

PART IV

(a) 1. Financial Statements

For a list of the financial statements included herein, see Index to the Financial Statements on page 83 of this Annual Report, incorporated into this Item by reference.

2. Financial Statement Schedules

Financial statement schedules have been omitted because they are either not required or not applicable or the information is included in the financial statements or the notes thereto.

3. Exhibits

The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Annual Report are listed in the Exhibit Index below. The exhibits listed in the Exhibit Index are incorporated by reference herein.

*Filed Herewith

** Previously filed with our 2023 Form 10-K, originally filed with the SEC on April 1, 2024, which is being amended hereby

The Company has elected not to include summary information.

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.

Date: April 29, 2024