Momentum investing is essentially the opposite of the tried-and-tested Wall Street adage -- "buy low and sell high." Investors following this investing style typically avoid betting on cheap stocks and waiting long for them to recover. They believe instead that one could make far more money in lesser time by "buying high and selling higher." Everyone likes betting on fast-moving trending stocks, but it isn't easy to determine the right entry point. These stocks often lose momentum when their future growth p ...

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents Fluent, Inc.'s unaudited consolidated financial statements for Q1 2024, including a critical going concern disclosure [Consolidated Financial Statements](index=4&type=section&id=Consolidated%20Financial%20Statements) Q1 2024 consolidated financial statements show declining assets, increased liabilities, a 15% revenue decrease, and a $6.3 million net loss Consolidated Balance Sheet Summary (in thousands) | Account | March 31, 2024 (in thousands) | December 31, 2023 (in thousands) | | :--- | :--- | :--- | | **Total Current Assets** | $71,416 | $78,406 | | **Total Assets** | $103,577 | $111,867 | | **Total Current Liabilities** | $73,528 | $49,214 | | **Total Liabilities** | $74,831 | $77,463 | | **Total Shareholders' Equity** | $28,746 | $34,404 | Consolidated Statement of Operations Summary (in thousands, except per share data) | Metric | Three Months Ended March 31, 2024 (in thousands) | Three Months Ended March 31, 2023 (in thousands) | | :--- | :--- | :--- | | **Revenue** | $65,983 | $77,254 | | **Loss from Operations** | $(3,953) | $(31,153) | | **Net Loss** | $(6,276) | $(31,943) | | **Basic and Diluted Loss Per Share** | $(0.45) | $(2.34) | Consolidated Statement of Cash Flows Summary (in thousands) | Cash Flow Activity | Three Months Ended March 31, 2024 (in thousands) | Three Months Ended March 31, 2023 (in thousands) | | :--- | :--- | :--- | | **Net cash (used in) provided by operating activities** | $(132) | $4,890 | | **Net cash used in investing activities** | $(1,796) | $(2,384) | | **Net cash used in financing activities** | $(2,218) | $(1,486) | | **Net (decrease) increase in cash and cash equivalents** | $(4,146) | $1,020 | | **Cash and cash equivalents at end of period** | $11,658 | $26,567 | [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes disclose substantial doubt about the company's going concern ability, detail a reverse stock split, credit facility refinancing, and subsequent events - Management has concluded there is **substantial doubt about the Company's ability to continue as a going concern** due to declining operating results, projected non-compliance with financial covenants, and potential inability to draw on its revolver to fund operations[26](index=26&type=chunk)[27](index=27&type=chunk)[30](index=30&type=chunk) - On April 11, 2024, the Company effected a **1-for-6 reverse stock split**, retroactively restating all historical share and per-share amounts[33](index=33&type=chunk)[93](index=93&type=chunk) - Subsequent to quarter end, on April 2, 2024, the Company replaced its Citizens Credit Agreement with a new **SLR Credit Agreement**, comprising a **$20 million term loan** and a **$30 million revolving credit facility**[77](index=77&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk) - On May 1, 2024, the Company **divested its subsidiary True North Loyalty, LLC**[121](index=121&type=chunk) - On May 13, 2024, the Company raised **$10 million in gross proceeds** through a private placement of pre-funded warrants to certain accredited investors[122](index=122&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=28&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) MD&A discusses Q1 2024 financial performance, highlighting a 15% revenue decline, narrowed net loss, and elaborates on liquidity challenges and going concern [First Quarter Financial Summary and Trends](index=30&type=section&id=First%20Quarter%20Financial%20Summary%20and%20Trends) Q1 2024 revenue decreased by 15% to $66.0 million, net loss improved, and Adjusted EBITDA increased, facing media supply and economic challenges Q1 2024 vs Q1 2023 Financial Highlights | Metric | Q1 2024 (million) | Q1 2023 (million) | | :--- | :--- | :--- | | **Revenue** | $66.0 | $77.3 | | **Net Loss** | $(6.3) | $(31.9) | | **Gross Profit** | $18.6 | $19.0 | | **Media Margin (Non-GAAP)** | $22.1 | $22.0 | | **Adjusted EBITDA (Non-GAAP)** | $0.7 | $0.4 | - Revenue decline in Q1 2024 was driven by media supply challenges in the company's owned and operated marketplaces, with these challenges continuing into Q2 causing further revenue retraction[147](index=147&type=chunk)[168](index=168&type=chunk) - The business continues to be negatively impacted by slowed economic conditions and compliance measures from the FTC Consent Order, creating a competitive disadvantage[151](index=151&type=chunk)[152](index=152&type=chunk) [Results of Operations](index=35&type=section&id=Results%20of%20Operations) Revenue decreased 15% due to marketplace contraction, while operating expenses declined significantly due to the absence of a prior-year goodwill impairment - The significant decrease in Loss Before Income Taxes (from **$31.8 million to $5.4 million**) was primarily due to the non-recurrence of a **$25.7 million goodwill impairment charge** recorded in Q1 2023[178](index=178&type=chunk)[180](index=180&type=chunk) - General and administrative expenses decreased by **16% to $10.4 million**, mainly due to a **$1.4 million decline in litigation and related costs** associated with the settled FTC Consent Order[175](index=175&type=chunk) - The company implemented workforce reductions in both Q1 2024 and Q1 2023, terminating **20 employees** in each period and incurring restructuring costs of **$0.7 million** and **$0.5 million**, respectively[176](index=176&type=chunk) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is under pressure, with cash decreasing by $4.1 million to $11.7 million, leading to substantial doubt about its going concern ability due to projected debt covenant non-compliance - Management has **substantial doubt about the company's ability to continue as a going concern** due to projected inability to comply with debt covenants over the next twelve months[189](index=189&type=chunk)[195](index=195&type=chunk) - Mitigating plans include a **$10 million private placement** completed in May 2024, divesting a business unit, and implementing additional cost reductions to meet budget and cash flow requirements[191](index=191&type=chunk)[193](index=193&type=chunk)[194](index=194&type=chunk) - On April 2, 2024, the company entered into a new credit agreement with SLR Credit Solutions for a **$20 million term loan** and a **$30 million revolving facility**, repaying its previous debt[200](index=200&type=chunk)[201](index=201&type=chunk)[202](index=202&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=43&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Fluent, Inc. is not required to provide the information for this item - The company is a **smaller reporting company** and is therefore not required to provide quantitative and qualitative disclosures about market risk[213](index=213&type=chunk) [Item 4. Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and Interim CFO, concluded that disclosure controls and procedures were effective as of March 31, 2024, with no material changes to internal control over financial reporting - Based on an evaluation as of March 31, 2024, the Chief Executive Officer and Interim Chief Financial Officer concluded that the company's **disclosure controls and procedures were effective**[215](index=215&type=chunk) - No changes occurred in the company's **internal control over financial reporting** during Q1 2024 that materially affected, or are reasonably likely to materially affect, these controls[216](index=216&type=chunk) [PART II - OTHER INFORMATION](index=44&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=44&type=section&id=Item%201.%20Legal%20Proceedings) This section updates on the *Daniel Berman v. Freedom Financial Network* class action lawsuit settlement, where the company satisfied its $3.1 million obligation through cash and an interest-bearing note - The Berman class action settlement was finalized on February 23, 2024, with the company satisfying its **$3.1 million obligation** via a **$1.1 million cash payment** and a **$2.0 million interest-bearing note**[220](index=220&type=chunk) [Item 1A. Risk Factors](index=44&type=section&id=Item%201A.%20Risk%20Factors) This section highlights critical risks, including substantial doubt about the company's going concern ability due to declining performance and potential debt covenant breaches, and the risk of Nasdaq delisting - A significant risk factor is the **substantial doubt about the company's ability to continue as a going concern**, potentially impacting financing, business relationships, and stock price[225](index=225&type=chunk)[226](index=226&type=chunk)[227](index=227&type=chunk) - The company faces the risk of **Nasdaq delisting** if its common stock fails to meet minimum listing requirements, such as the **$1.00 minimum bid price**, harming stock liquidity and access to capital[224](index=224&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=46&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the period covered by this report - There were **no unregistered sales of equity securities** during the quarter[229](index=229&type=chunk) [Item 5. Other Information](index=46&type=section&id=Item%205.%20Other%20Information) This section details significant corporate actions after Q1 2024, including a **$10 million private placement** and the new SLR Credit Agreement, which was subsequently amended - On May 13, 2024, the Company raised **$10 million in gross proceeds** via a private placement of pre-funded warrants to purchase up to **2,955,084 shares of common stock**, including from officers and directors[231](index=231&type=chunk) - The new SLR Credit Agreement was amended on May 15, 2024, waiving required prepayments from private placement proceeds, requiring a financial advisor, and modifying covenants and definitions[236](index=236&type=chunk)

Exhibit 99.1 Fluent Announces First Quarter 2024 Financial Results New York, NY – May 15, 2024 – Fluent, Inc. (NASDAQ: FLNT), a leading data-driven performance marketing company, today reported financial results for the first quarter ended March 31, 2024. Mr. Patrick continued, "We continue to invest in our new performance marketplaces while strengthening our owned and operated business in line with the evolving industry landscape. The $10 million equity investment in Fluent from investors including our fou ...

NEW YORK, May 09, 2024 (GLOBE NEWSWIRE) -- Fluent, Inc. (NASDAQ:FLNT) announced today that it will report its financial results for the First Quarter 2024 after the close of the U.S. financial markets on May 15, 2024. Fluent will host a conference call at 4:30 pm ET on the same day to discuss the results. The conference call can be accessed by phone after registering online at Fluent Conference Call or via audio at Audio Registration. The call will also be webcast simultaneously on the Fluent website on the ...

NEW YORK, May 09, 2024 (GLOBE NEWSWIRE) -- Fluent, Inc. (NASDAQ: FLNT) announced today that it will report its financial results for the First Quarter 2024 after the close of the U.S. financial markets on May 15, 2024. Fluent will host a conference call at 4:30 pm ET on the same day to discuss the results. The conference call can be accessed by phone after registering online at Fluent Conference Call or via audio at Audio Registration. The call will also be webcast simultaneously on the Fluent website on th ...

Momentum investing is essentially an exception to the idea of "buying low and selling high." Investors following this style of investing are usually not interested in betting on cheap stocks and waiting long for them to recover. Instead, they believe that "buying high and selling higher" is the way to make far more money in lesser time.Who doesn't like betting on fast-moving trending stocks? But determining the right entry point isn't easy. Often, these stocks lose momentum once their valuation moves ahead ...

NEW YORK, April 10, 2024 (GLOBE NEWSWIRE) -- Fluent, Inc. (NASDAQ:FLNT), a leading data-driven performance marketing company, today announced that it will effect a 1-for-6 reverse split of the issued shares of its common stock, effective at 6:00 p.m. Eastern Time on April 11, 2024. The Company's common stock will begin trading on a reverse stock split-adjusted basis at the opening of the market on Friday, April 12, 2024. Following the reverse stock split, the Company's common stock will continue to trade on ...

NEW YORK, April 03, 2024 (GLOBE NEWSWIRE) -- Following an extraordinary year of growth for Fluent's influencer network Infuse, the brand is proudly announcing a strategic partnership with influencer agency THIS Group Inc. This partnership underscores Infuse's commitment to fostering influencer talent and maximizing their potential in the dynamic landscape of influencer marketing. As a Fluent brand, Infuse opens up numerous integrated marketing opportunities for influencers through Fluent's fifteen-year trac ...

Revenue of $72.8 million for Q4 2023 and $298.4 million for FY 2023Net loss of $1.9 million for Q4 2023 and $63.2 million for FY 2023Gross profit (exclusive of depreciation and amortization) of $20.8 million for Q4 2023 and $78.5 million for FY 2023Media margin of $24.1 million for Q4 2023 and $91.3 million for FY 2023Adjusted EBITDA of $2.5 million for Q4 2023 and $6.8 million for FY 2023Adjusted net loss of $0.4 million for Q4 2023 and $7.2 million for FY 2023   NEW YORK, April 02, 2024 (GLOBE NEWSWIRE) - ...

PART I [Item 1. Business](index=5&type=section&id=Item%201.%20Business.) Fluent, Inc. specializes in performance-based digital marketing, leveraging proprietary data and media properties for customer acquisition - Fluent is a digital marketing services leader, focusing on performance-based customer acquisition for **over 500 brands** across diverse industries[83](index=83&type=chunk) - The company operates owned digital media properties and syndicated marketplaces to connect advertisers with consumers[83](index=83&type=chunk)[84](index=84&type=chunk)[119](index=119&type=chunk) - A key asset is a large, proprietary database of first-party, self-declared user information, used for targeted advertising and lead generation[85](index=85&type=chunk)[125](index=125&type=chunk) - Growth strategies include increasing traffic monetization, enhancing product offerings, expanding syndicated marketplaces, and developing an influencer marketing platform[99](index=99&type=chunk)[100](index=100&type=chunk)[149](index=149&type=chunk) - A single long-standing advertiser client accounted for **18.1% of consolidated revenue** in 2023, down from 22.1% in 2022[153](index=153&type=chunk) - The company is subject to numerous laws and regulations regarding digital advertising, telemarketing, and data privacy, having recently settled investigations with the FTC and PAAG[132](index=132&type=chunk)[133](index=133&type=chunk)[156](index=156&type=chunk) - As of December 31, 2023, the company had **277 employees** and operates under a hybrid work model[158](index=158&type=chunk) [Item 1A. Risk Factors](index=13&type=section&id=Item%201A.%20Risk%20Factors.) The company faces risks from intense competition, revenue concentration, evolving regulations, financial covenants, and stock volatility - The company operates in an intensely competitive digital marketing industry characterized by rapid technological change and evolving standards[142](index=142&type=chunk)[191](index=191&type=chunk) Revenue Concentration Risk (2023) | Source | Percentage of Revenue | | :--- | :--- | | Gaming Advertisers | 38% | | Single Largest Gaming Client | 18.1% | - The business is subject to numerous and evolving laws and regulations, including TCPA, CAN-SPAM, GDPR, and CCPA, increasing compliance and operational risks[27](index=27&type=chunk)[62](index=62&type=chunk)[63](index=63&type=chunk) - The company's Credit Agreement contains restrictive covenants that may limit operational and financial flexibility, including incurring additional debt or paying dividends[12](index=12&type=chunk)[15](index=15&type=chunk) - The company faces risks related to its common stock, including non-compliance with Nasdaq's minimum bid price, stock price volatility, and ownership concentration[4](index=4&type=chunk)[221](index=221&type=chunk)[223](index=223&type=chunk) - There is a risk of impairment for the company's goodwill and intangible assets, with substantially all goodwill from prior acquisitions impaired as of December 31, 2023[1](index=1&type=chunk)[25](index=25&type=chunk) - Limitations on the ability to collect and use user data, such as deprecation of third-party cookies and ad tracking restrictions, could diminish the value of the company's services[178](index=178&type=chunk)[179](index=179&type=chunk)[180](index=180&type=chunk) [Item 1B. Unresolved Staff Comments](index=35&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments.) The company reports that there are no unresolved staff comments - Not applicable; the company has no unresolved staff comments[229](index=229&type=chunk)[278](index=278&type=chunk) [Item 1C. Cybersecurity](index=35&type=section&id=Item%201C.%20Cybersecurity.) The company's cybersecurity program, based on NIST, is overseen by IT and Legal, with no material incidents in 2023 - The company's cybersecurity program is based on the **NIST framework** and is reviewed annually[279](index=279&type=chunk) - Governance is managed by the IT and Legal teams, with the CTO and General Counsels reporting to the CEO and providing quarterly updates to the Audit Committee[231](index=231&type=chunk)[250](index=250&type=chunk) - The company did not experience a **material cybersecurity incident** during the year ended December 31, 2023[251](index=251&type=chunk) [Item 2. Properties](index=35&type=section&id=Item%202.%20Properties.) The company's headquarters are in New York, NY, with AdParlor operating from a co-working space in Toronto, Canada - The company's headquarters are located at **300 Vesey Street, 9th Floor, New York, NY**, under a lease for **42,685 square feet**[281](index=281&type=chunk) - The AdParlor business operates from a co-working space in **Toronto, Ontario, Canada**[281](index=281&type=chunk) [Item 3. Legal Proceedings](index=36&type=section&id=Item%203.%20Legal%20Proceedings.) The company recently settled significant legal matters, including FTC, PAAG, and TCPA class action lawsuits, with millions in penalties - On May 26, 2023, Fluent settled with the FTC, including a **$2.5 million civil penalty** and required business practice changes[285](index=285&type=chunk) - The company settled a telemarketing investigation with the PAAG for **$0.25 million**[258](index=258&type=chunk) - The company contributed **$3.1 million** to a **$9.75 million** settlement for the TCPA class action lawsuit, *Daniel Berman v. Freedom Financial Network*[286](index=286&type=chunk) - A sales and use tax audit with the New York State Department of Taxation and Finance was settled for **$1.7 million** in March 2022[257](index=257&type=chunk) [Item 4. Mine Safety Disclosures](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to the company - Not applicable[259](index=259&type=chunk)[287](index=287&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=38&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities.) The company's common stock is listed on Nasdaq under "FLNT", with no dividends paid or planned, and no Q4 2023 share repurchases - The company's common stock is listed on The Nasdaq Capital Market under the symbol **"FLNT"**[262](index=262&type=chunk) - The company has not paid dividends and does not intend to in the foreseeable future, partly due to Credit Agreement restrictions[289](index=289&type=chunk) - No shares of the company's common stock were purchased by or on behalf of the company during the **fourth quarter of 2023**[263](index=263&type=chunk)[290](index=290&type=chunk) [Item 6. [Reserved]](index=38&type=section&id=Item%206.%20%5BReserved%5D.) This item is reserved [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) In 2023, Fluent's revenue decreased **17% to $298.4 million**, with a net loss of **$63.2 million**, impacted by macroeconomic headwinds and FTC settlement Key Financial Performance (2023 vs. 2022) | Metric (in millions) | 2023 | 2022 | | :--- | :--- | :--- | | Revenue | $298.4 | $361.1 | | Net Loss | ($63.2) | ($123.3) | | Adjusted EBITDA | $6.8 | $22.7 | - The **17% revenue decrease** in 2023 was driven by a challenging macroeconomic environment, reduced client spending, and FTC Consent Order changes[272](index=272&type=chunk)[347](index=347&type=chunk) - The company implemented a Traffic Quality Initiative and is expanding into new syndicated performance marketplaces to source higher quality media traffic and improve customer acquisition[269](index=269&type=chunk)[270](index=270&type=chunk) - On April 2, 2024, the company entered into a new SLR Credit Agreement, providing a **$20.0 million term loan** and a **$30.0 million revolving credit facility**[396](index=396&type=chunk)[460](index=460&type=chunk) - The company recorded a goodwill impairment charge of **$55.4 million** in 2023, a significant reduction from the **$111.1 million** impairment in 2022[440](index=440&type=chunk) - As of December 31, 2023, cash and cash equivalents were **$15.8 million**, a decrease of **$9.7 million** from the prior year-end[454](index=454&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=56&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) This information is not required as the company is a "smaller reporting company" - The Company is not required to provide this information as it qualifies as a "smaller reporting company"[480](index=480&type=chunk)[621](index=621&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=56&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data.) This section presents the company's audited consolidated financial statements for 2023 and 2022, including the independent auditor's report and notes - This item includes the Consolidated Financial Statements and Notes, along with the report of the independent registered public accounting firm[481](index=481&type=chunk) - The independent auditor, Grant Thornton LLP, issued an opinion that the financial statements present fairly the financial position and results of operations in conformity with U.S. GAAP[529](index=529&type=chunk) [Notes to Consolidated Financial Statements](index=72&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, a **$55.4 million** goodwill impairment, TAPP consolidation, debt refinancing, legal settlements, and deferred tax assets - The company recognized a goodwill impairment charge of **$55.4 million** in 2023, reducing goodwill to **$1.3 million**, following a **$111.1 million** impairment in 2022[402](index=402&type=chunk)[427](index=427&type=chunk) - On April 2, 2024, the company entered into a new credit agreement for a **$20 million term loan** and a **$30 million revolving facility**, replacing its previous facility[396](index=396&type=chunk) - The company settled legal matters with the FTC for **$2.5 million**, the PAAG for **$0.25 million**, and contributed **$3.1 million** to a TCPA class action settlement during 2023[393](index=393&type=chunk)[394](index=394&type=chunk)[395](index=395&type=chunk) - The company determined that TAPP, an influencer-based business, qualified as a **Variable Interest Entity (VIE)** and consolidated its operations starting January 9, 2023[386](index=386&type=chunk)[387](index=387&type=chunk) - As of December 31, 2023, the company maintained a full valuation allowance of **$14.6 million** against its net deferred tax assets due to uncertainty about their realization[433](index=433&type=chunk)[434](index=434&type=chunk) Segment Revenue (in thousands) | Segment | 2023 Revenue (in thousands) | 2022 Revenue (in thousands) | | :--- | :--- | :--- | | Fluent | $289,083 | $350,789 | | All Other | $9,316 | $10,345 | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=57&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure.) This item is not applicable to the company - Not applicable[483](index=483&type=chunk)[484](index=484&type=chunk) [Item 9A. Controls and Procedures](index=57&type=section&id=Item%209A.%20Controls%20and%20Procedures.) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2023 - Management concluded that the company's disclosure controls and procedures were **effective** as of December 31, 2023[486](index=486&type=chunk) - Management's assessment, based on the **COSO framework**, concluded that internal control over financial reporting was **effective** as of December 31, 2023[487](index=487&type=chunk) - A previously disclosed **material weakness** in internal control regarding non-routine transactions was **remediated** during the fourth quarter of 2023[489](index=489&type=chunk)[496](index=496&type=chunk) [Item 9B. Other Information](index=58&type=section&id=Item%209B.%20Other%20Information.) This item is not applicable to the company - Not applicable[492](index=492&type=chunk)[499](index=499&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=58&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections.) This item is not applicable to the company - Not applicable[493](index=493&type=chunk)[500](index=500&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=59&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance.) Information for this item will be incorporated by reference from the company's 2024 Annual Meeting of Stockholders proxy statement - Information for this item is incorporated by reference from the definitive proxy statement for the **2024 Annual Meeting of Stockholders**[502](index=502&type=chunk) [Item 11. Executive Compensation](index=59&type=section&id=Item%2011.%20Executive%20Compensation.) Information for this item will be incorporated by reference from the company's 2024 Annual Meeting of Stockholders proxy statement - Information for this item is incorporated by reference from the definitive proxy statement for the **2024 Annual Meeting of Stockholders**[503](index=503&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=59&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters.) Information for this item will be incorporated by reference from the company's 2024 Annual Meeting of Stockholders proxy statement - Information for this item is incorporated by reference from the definitive proxy statement for the **2024 Annual Meeting of Stockholders**[504](index=504&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=59&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence.) Information for this item will be incorporated by reference from the company's 2024 Annual Meeting of Stockholders proxy statement - Information for this item is incorporated by reference from the definitive proxy statement for the **2024 Annual Meeting of Stockholders**[505](index=505&type=chunk) [Item 14. Principal Accounting Fees and Services](index=59&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services.) Information for this item will be incorporated by reference from the company's 2024 Annual Meeting of Stockholders proxy statement - Information for this item is incorporated by reference from the definitive proxy statement for the **2024 Annual Meeting of Stockholders**[506](index=506&type=chunk) PART IV [Item 15. Exhibits, Financial Statement Schedules](index=60&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules.) This section lists all documents filed as part of the Form 10-K, including financial statements, schedules, and various exhibits - This item contains a list of all financial statements, schedules, and exhibits filed as part of the Form 10-K[511](index=511&type=chunk)[512](index=512&type=chunk) [Item 16. Form 10-K Summary](index=62&type=section&id=Item%2016.%20Form%2010-K%20Summary.) This item is not applicable to the company - Not applicable[516](index=516&type=chunk)[517](index=517&type=chunk)