OneSpan Inc
For the period ended Dec 31, 2023. Filed Mar 6, 2024.
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FY2023 · Filed Mar 6, 2024
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Item 15. Exhibits, Financial Statement Schedules
(a)The following documents are filed as part of this Annual Report on Form 10-K.
(1)The following consolidated financial statements and notes thereto, and the related independent auditors’ report, are included on pages F-1 through F-39 of this Annual Report on Form 10-K:
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021
Notes to Consolidated Financial Statements
(2)The following consolidated financial statement schedule of the Company is included on page F-41 of this Form 10-K:
Schedule II – Valuation and Qualifying Accounts
All other financial statement schedules are omitted because such schedules are not required or the information required has been presented in the aforementioned consolidated financial statements.
(3)The following exhibits are filed with this Annual Report on Form 10-K or incorporated by reference as set forth at the end of the list of exhibits:
| ExhibitNumber | Description |
| 3.1 | Certificate of Incorporation of the Registrant, as amended (Incorporated by Reference to the Registrant’s Form 10-Q filed August 4, 2022) |
| 3.2 | Amended and Restated Bylaws of Registrant, effective as of January 30, 2023. (Incorporated by Reference to the Registrant’s Form 8-K filed on February 1, 2023) |
| ExhibitNumber | Description |
| 4.1 | Specimen of Registrant’s Common Stock Certificate. (Incorporated by Reference to the Registrant’s Registration Statement on Form S-4, as amended (Registration No. 333-35563), originally filed on September 12, 1997.) |
| 4.2 | Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 |
| 10.1* | Interim CEO Employment Agreement dated January 4, 2024 between the Registrant and Victor Limongelli (Incorporated by Reference to the Registrant’s Form 8-K filed January 5, 2024) |
| 10.2* | Employment Agreement between the Registrant and Jorge Martell (Incorporated by Reference to the Registrant’s Form 10-Q filed November 1, 2022) |
| 10.3* | Employment Agreement between the Registrant and Lara Mataac (Incorporated by Reference to the Registrant’s Form 10-K filed February 28, 2023) |
| 10.4* | 2023 Management Incentive Plan |
| 10.5* | OneSpan Inc. 2019 Omnibus Incentive Plan (Incorporated by Reference to Attachment A to the Registrant’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 26, 2019) |
| 10.6* | Form of Director and Officer Indemnification Agreement (Incorporated by Reference to the Registrant’s Form 10-K filed February 28, 2023) |
| 10.7* | Form of 2023 Performance-Based RSU Agreement under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to the Registrant’s Form 10-Q filed May 4, 2023) |
| 10.8* | Form of 2023 Time-Based RSU Agreement (Executive) under the Registrant’s 2019 Omnibus Incentive Plan |
| 10.9* | Form of 2023 Time-Based RSU Agreement (General) under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to the Registrant’s Form 10-Q filed May 4, 2023) |
| 10.10* | Form of 2022 Performance-Based RSU Agreement under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to the Registrant's Form 10-Q filed November 1, 2022) |
| 10.11* | Form of 2022 Time-Based RSU Agreement (Executive) under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to the Registrant's Form 10-Q filed November 1, 2022) |
| 10.12* | Form of 2022 Time-Based RSU Agreement (General) under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to the Registrant's Form 10-Q filed November 1, 2022) |
| 10.13* | Form of Time-Based Deferred RSU Agreement for Non-Employee Directors of the Registrant (Incorporated by Reference to the Registrant’s Form 10-K filed March 16, 2020) |
| 10.14 | Cooperation Agreement dated May 28, 2021, by and among the Registrant, Legion Partners, Christopher S. Kiper and Raymond T. White (Incorporated by Reference to the Registrant's Form 8-K filed May 28, 2021) |
| ExhibitNumber | Description |
| 10.15* | Amended and Restated Employment Agreement between the Registrant and Matthew Moynahan (Incorporated by Reference to the Registrant’s Form 8-K filed January 5, 2024) |
| 10.16* | Special PSU Agreement dated March 11, 2023 between the Registrant and Matthew Moynahan (Incorporated by Reference to the Registrant’s Form 10-Q filed May 4, 2023) |
| 10.17* | Time-Based RSU Agreement dated February 17, 2022 between the Registrant and Matthew Moynahan (Incorporated by Reference to the Registrant's Form 10-Q filed November 1, 2022) |
| 10.18* | Amended and Restated PSU Agreement dated February 26, 2023 between the Registrant and Matthew Moynahan |
| 10.19* | One-Time Special Grant Award Agreement dated November 29, 2021 for Time-Based Restricted Stock Units between the Registrant and Matthew Moynahan under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to the Registrant’s Form 10-K filed February 28, 2023) |
| 10.20* | One-Time Special Grant Award Agreement dated November 29, 2021 for Performance-Based Restricted Stock Units between the Registrant and Matthew Moynahan under the Registrant’s 2019 Omnibus Incentive Plan (Incorporated by Reference to the Registrant’s Form 10-K filed February 28, 2023) |
| 10.21* | Separation Agreement dated February 7, 2024 between the Registrant and Matthew Moynahan |
| 10.22* | Separation Agreement dated December 1, 2023 between the Registrant and John Bosshart |
| 21 | Subsidiaries of Registrant |
| 23 | Consent of KPMG LLP |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated March 6, 2024 |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated March 6, 2024 |
| 32.1 | Section 1350 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated March 6, 2024 |
| 32.2 | Section 1350 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated March 6, 2024 |
| 97 | Dodd-Frank Compensation Recovery Policy |
| 101.INS | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| ExhibitNumber | Description |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| 104 | Cover page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101) |
*Compensatory plan or management contract.
OneSpan Inc. will furnish any of the above exhibits to stockholders upon written request addressed to the Secretary at the address given on the cover page of this Form 10-K.
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