Cerence Inc
For the period ended Mar 31, 2024. Filed May 10, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed May 10, 2024
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2023-12-31; filed 2024-02-08.
0000950170-24-012642
Item 1A. Risk FactorsOther InformationCurrent report: 10-Q
Period ended 2024-03-31; filed 2024-05-10.
0000950170-24-057667
Item 1A. Risk FactorsOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 6 previous paragraphs and 9 current paragraphs.
4 unchanged; 1 reworded; 4 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023, which could materially affect our business, financial condition or future results of operations. The risks described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. There are no material changes to the risk factors described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023.
Added paragraphs (4)
Current report
During the three-month period ended March 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
Current report
Indemnification Agreements. On May 8, 2024, we entered into a revised form of indemnification agreement (the “Indemnification Agreement”) with each of our current directors and executive officers, which will amend and restate the previous indemnification agreements between such parties, if any.
Current report
The Indemnification Agreement will, among other things, require us to indemnify, and advance expenses to, each director and executive officer to the fullest extent permitted by law, including indemnification of expenses such as attorneys’ fees, court costs, judgements, fines, penalties, and settlement amounts incurred by the director and executive officer in any action or proceeding arising out of such person’s services as a director or executive officer. The Indemnification Agreements are intended to provide indemnification rights to the fullest extent permitted under Delaware law and shall be in addition to any other rights the directors and executive officers may have under our certificate of incorporation and bylaws.
Current report
The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, which is attached as Exhibit 10.4 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
Removed paragraphs (1)
Previous report
During the three-month period ended December 31, 2023, Stefan Ortmanns, Chief Executive Officer and a director of the Company, and Thomas L. Beaudoin, Chief Financial Officer and a director of the Company, entered into trading plans on December 14, 2023 and December 21, 2023, respectively (each, a “Plan” and collectively, the “Plans”) covering periods after the date of this Quarterly Report in accordance with our policy governing transactions in our securities. Each Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. Dr. Ortmann’s Plan provides for the sale of up to 179,693 shares of our common stock and will be terminated on the earlier of (a) November 1, 2024, (b) the first date on which all trades have been executed, and (c) the date notice to terminate is provided. Mr. Beaudoin’s Plan provides for the sale of up to 60,000 shares of our common stock less any shares withheld to cover tax withholding obligations and will be terminated on the earlier of (a) February 7, 2025, (b) the first date on which all trades have been executed, and (c) the date notice to terminate is provided. Generally, under these trading plans, the individual relinquishes control over the transactions once the trading plan is put into place. Accordingly, sales under these Plans may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving our company.
Reworded paragraphs (1)
Previous wording
Our policy governing transactions in our securities by directors, officers and employees permits our officers, directors and certain other persons to enter into trading plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. Generally, under these trading plans, the individual relinquishes control over the transactions once the trading plan is put into place. Accordingly, sales under these plans may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving our company.
Current wording
Rule 10b5-1 Plans. Our policy governing transactions in our securities by directors, officers and employees permits our officers, directors and certain other persons to enter into trading plans complying with Rule 10b5-1 under the Exchange Act. Generally, under these trading plans, the individual relinquishes control over the transactions once the trading plan is put into place. Accordingly, sales under these plans may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving our company.