| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
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(a)The following documents are filed as part of or are included in this Annual Report on Form 10-K:
- Financial Statements:
| ● | Consolidated Balance Sheets as of December 31, 2023 and 2022 |
| ● | Consolidated Statements of Income (Loss) for the Years Ended December 31, 2023, 2022 and 2021. |
| ● | Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2023, 2022 and 2021. |
| ● | Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021. |
| ● | Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021. |
| ● | Notes to the Consolidated Financial Statements. |
- Financial Statement Schedules:
Other financial statement schedules have been omitted since they are either not required or the information is otherwise included.
- Exhibits:
The exhibits filed as part of this Annual Report on Form 10-K are listed on the exhibit index immediately preceding such exhibits, which exhibit index is incorporated herein by reference. Some of these documents have previously been filed as exhibits with the Securities and Exchange Commission and are being incorporated herein by reference to such earlier filings. Ceva’s file number under the Securities Exchange Act of 1934 is 000-49842.
INDEX TO EXHIBITS
| EXHIBIT NUMBER · EXHIBIT DESCRIPTION · FORM · FILE NO. · EXHIBIT NUMBER · FILING DATE · FILED HEREWITH |
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| 2.1 | Agreement and Plan of Merger, dated May 9, 2021, by and among the Registrant, Northstar Merger Sub, Inc. Intrinsix Corp., and Shareholder Representative Services LLC | 8-K | 000-49842 | 2.1 | May 9, 2021 |
| 2.2 | Share Purchase Agreement, dated September 14, 2023, between Ceva, Inc., Intrinsix Corp. and Cadence Design Systems, Inc. | 8-K | 000-49842 | 2.1 | September 20, 2023 |
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant | 10 | 000-49842 | 3.1 | June 3, 2002 |
| 3.2 | Certificate of Ownership and Merger (merging Ceva, Inc. into ParthusCeva, Inc.) | 8-K | 000-49842 | 3.1 | December 8, 2003 |
| 3.3 | Amended and Restated Bylaws of the Registrant | 8-K | 000-49842 | 3.1 | October 31, 2019 |
| 3.4 | Amendment to the Amended and Restated Certificate of Incorporation of the Registrant | 8-K | 000-49842 | 3.1 | July 22, 2005 |
| 3.5 | Amendment to the Amended and Restated Certificate of Incorporation of the Registrant | 10-K | 000-49842 | 3.5 | February 28, 2020 |
| 3.6 | Amended and Restated Bylaws of the Registrant | 8-K | 000-49842 | 3.1 | November 7, 2023 |
| 4.1 | Specimen of Common Stock Certificate | S-1 | 333-97353 | 4.1 | July 30, 2002 |
| 4.2 | Description of Securities | 10-K | 000-49842 | 4.2 | February 28, 2020 |
| 10.1† | Ceva, Inc. 2003 Director Stock Option Plan | 10-K | 000-49842 | 10.8 | March 15, 2012 |
| 10.2† | Ceva, Inc. Amended and Restated 2002 Employee Stock Purchase Plan | 10-Q | 000-49842 | 4.6 | August 10, 2020 |
| 10.3† | First Amendment to Ceva, Inc. Amended and Restated 2002 Employee Stock Purchase Plan | 8-K | 000-49842 | 10.1 | November 7, 2023 |
| 10.4 | Form of Indemnification Agreement | 10 | 000-49842 | 10.13 | June 3, 2002 |
| 10.5† | Employment Agreement between the Registrant and Amir Panush dated as of November 7, 2022 | 8-K | 000-49842 | 10.3 | November 9, 2022 |
| 10.6† | Personal and Special Employment Agreement between the Registrant and Yaniv Arieli dated as of August 18, 2005 | 10-Q | 000-49842 | 10.1 | November 9, 2005 |
| 10.7† | Amendment, dated November 6, 2013, to the Employment Agreement between the Registrant and Yaniv Arieli dated as of August 18, 2005 | 8-K | 000-49842 | 10.1 | November 8, 2013 |
| 10.8† | Second Amendment, dated February 18, 2021, to the Employment Agreement between the Registrant and Yaniv Arieli dated as of August 18, 2005 | 8-K | 000-49842 | 10.3 | February 18, 2021 |
| 10.9† | Third Amendment, dated November 7, 2022, to the Employment Agreement between the Registrant and Yaniv Arieli dated as of August 18, 2005 | 8-K | 000-49842 | 10.5 | November 9, 2022 |
| 10.10† | Employment Agreement between the Registrant and Michael Boukaya dated as of April 4, 2019. | 8-K | 000-49842 | 10.1 | April 9, 2019 | |
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| 10.11† | Amendment, dated February 18, 2021, to the Employment Agreement between the Registrant and Michael Boukaya dated as of April 4, 2019. | 8-K | 000-49842 | 10.4 | February 18, 2021 | |
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| 10.12† | Second Amendment, dated November 7, 2022, to the Employment Agreement between the Registrant and Michael Boukaya dated as of April 4, 2019 | 8-K | 000-49842 | 10.4 | November 9, 2022 | |
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| 10.13† | Form of Nonstatutory Stock Option Agreement under the Ceva, Inc. 2003 Director Stock Option Plan | 10-Q | 000-49842 | 10.26 | August 9, 2006 | |
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| 10.14† | Employment Agreement between the Registrant and Gweltaz Toquet dated as of May 11, 2021 | 8-K | 000-49842 | 10.3 | December 12, 2022 | |
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| 10.15† | Addendum, dated December 7, 2022, to the Employment Agreement between the Registrant and Gweltaz Toquet dated as of May 11, 2021 | 8-K | 000-49842 | 10.2 | December 12, 2022 | |
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| 10.16† | Ceva, Inc. Amended and Restated 2011 Stock Incentive Plan | 10-Q | 000-49842 | 10.1 | August 9, 2022 | |
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| 10.17† | First Amendment to Ceva, Inc. Amended and Restated 2011 Stock Incentive Plan | | X |
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| 10.18† | Form of Stock Appreciation Right Agreement under the Ceva, Inc. 2011 Stock Incentive Plan | 10-K | 000-49842 | 10.26 | March 11, 2016 | |
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| 10.19† | Form of Israeli Stock Appreciation Right Agreement under the Ceva, Inc. 2011 Stock Incentive Plan | 10-K | 000-49842 | 10.27 | March 11, 2016 | |
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| 10.20† | Form of Israeli Restricted Stock Unit Agreement for employees under the Ceva, Inc. 2011 Stock Incentive Plan | 10-K | 000-49842 | 10.28 | March 11, 2016 | |
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| 10.21† | Form of Restricted Stock Unit Agreement for employees under the Ceva, Inc. 2011 Stock Incentive Plan | 10-K | 000-49842 | 10.29 | March 11, 2016 | |
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| 10.22† | Form of Restricted Stock Unit Agreement for non-employee directors under the Ceva, Inc. 2011 Stock Incentive Plan | 10-K | 000-49842 | 10.30 | March 11, 2016 | |
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| 10.23† | Form of Restricted Stock Unit Agreement for Israeli non-employee directors under the Ceva, Inc. 2011 Stock Incentive Plan | 10-K | 000-49842 | 10.31 | March 11, 2016 | |
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| 10.24† | Israeli Sub-plan under the Ceva, Inc. 2011 Stock Incentive Plan | 10-K | 000-49842 | 10.32 | March 11, 2016 | |
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| 10.25#† | 2023 Incentive Plan for Gweltaz Toquet, Chief Commercial Officer, effective as of January 1, 2023 | 8-K | 000-49842 | 10.1 | February 21, 2023 | |
| 10.26#† | 2024 Incentive Plan for Gweltaz Toquet, Chief Commercial Officer, effective as of January 1, 2024 | 8-K | 000-49842 | 10.1 | February 16, 2024 | |
| 10.27#† | 2023 Executive Bonus Plan for Amir Panush, Yaniv Arieli and Michael Boukaya, effective as of January 1, 2023 | 8-K | 000-49842 | N/A | February 21, 2023 | |
| 10.28#† | 2024 Executive Bonus Plan for Amir Panush, Yaniv Arieli and Michael Boukaya, effective as of January 1, 2024 | 8-K | 000-49842 | N/A | February 16, 2024 | |
| 10.29#† | Form of Short-Term Executive PSUs for Israeli Executive Officers | 8-K | 000-49842 | 10.2 | February 24, 2020 | |
| 10.30#† | Form of Short-Term Executive PSUs for U.S.-based Executive Officers | 8-K | 000-49842 | 10.3 | February 24, 2020 | |
| 10.31† | Form of Long-Term Executive PSUs for Israeli Executive Officers. | 8-K | 000-49842 | 10.4 | February 24, 2020 | |
| 10.32† | Form of Long-Term Executive PSUs for U.S.-based Executive Officers. | 8-K | 000-49842 | 10.5 | February 24, 2020 | |
| 10.33† | 2023 Inducement Award for Amir Panush | 10-K | 000-49842 | 10.40 | March 1, 2023 | |
| 21.1 | List of Subsidiaries | | X |
| 23.1 | Consent of Kost Forer Gabbay & Kasierer, a member of EY Global | | X |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | | X |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | | X |
| 32 | Section 1350 Certification of Chief Executive Officer and Chief Financial Officer | | X |
| 97 | Ceva, Inc. Compensation Recoupment Policy | | X |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |
| # | Confidential portions of this document have been redacted as permitted by applicable regulations. |
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| † | Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K |
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