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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
(Mark One) | | | | | |
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2023
OR | | | | | |
☐
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-36343
A10 NETWORKS, INC.
(Exact Name of Registrant as Specified in its Charter)
| | | | | | | | |
Delaware | | 20-1446869 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
2300 Orchard Parkway, San Jose, California 95131
(Address of Principal Executive Offices and Zip Code)
(408) 325-8668
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
Common Stock, $.00001 Par Value | | ATEN | | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None.
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 Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. | | | | | | | | | | | |
Large accelerated filer | ☒ | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | Smaller reporting company | ☐
|
| | Emerging growth company | ☐
|
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. ☒
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 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 30, 2023 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $1,017.7 million, based upon the closing sale price of such stock on the New York Stock Exchange. Solely for purposes of this disclosure, shares of common stock held by executive officers and directors of the Registrant as of such date, as well as shares held by entities affiliated with our executive officers and directors, have been excluded because such persons may be deemed to be affiliates. This determination of executive officers and directors as affiliates is not necessarily a conclusive determination for any other purposes.
As of February 16, 2024, the number of outstanding shares of the registrant’s common stock, $0.00001 par value per share, was 74,495,333.
DOCUMENTS INCORPORATED BY REFERENCE
No documents are incorporated by reference into this Annual Report on Form 10-K/A except those exhibits so incorporated as set forth in the exhibit index.
| | | | | | | | | | | | | | |
Audit Firm ID | | Auditor Name | | Auditor Location |
248 | | GRANT THORNTON LLP | | San Jose, California |
EXPLANATORY NOTE
A10 Networks, Inc. (the “Company”) is filing this Amendment Number 1 on Form 10-K/A (“Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as originally filed with the Securities and Exchange Commission on February 29, 2024 (the “Original Filing”), solely to replace Item 9B. Other Information – Insider Adoption of Termination of Trading Arrangements in the Original Filing.
This Amendment speaks as of the date of the Original Filing and does not reflect events occurring after the filing of the Original Filing or modify or update disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and with the Company’s filings made with the SEC subsequent to the filing of the Original Filing, including any amendment to those filings.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements are contained within this Amendment, paragraphs 3, 4 and 5 of the certifications have been omitted.
PART II
Item 9B. Other Information
Insider Adoption or Termination of Trading Arrangements
On October 4, 2023, the trading plan of Dhrupad Trivedi, President, Chief Executive Officer and Chairman, dated June 12, 2023, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (“Rule 10b5-1(c)”) to sell up to 60,606 shares of our common stock between November 7, 2023 and November 9, 2023, subject to certain conditions, terminated, under which no shares were ultimately sold. Subsequently, on November 27, 2023, Mr. Trivedi adopted a trading plan intended to satisfy Rule 10b5-1(c) with respect to the sale of up to 60,606 shares of our common stock between March 5, 2024 and May 16, 2024 (unless earlier terminated pursuant to the terms of the plan or upon the date all shares under the plan are sold).
PART IV
Item 15. Exhibits, Financial Statement Schedules
1. Financial Statements: The information concerning our financial statements and Report of Independent Registered Public Accounting Firm required by this Item is incorporated by reference in the Original Filing to the section of the Original Filing in Item 8, titled “Financial Statements and Supplementary Data.”
2. Financial Statement Schedules: No schedules are required.
3. The exhibits listed in the following Index to Exhibits are filed or incorporated by reference as part of this report.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Exhibit Number | | | | Incorporated by Reference | | |
Description | Form | | SEC File No. | | Exhibit Number | | Filing Date | Filed Herewith |
3.1 | | | | 8-K | | 001-36343 | | 3.1 | | December 6, 2019 | | |
3.2 | | | | 8-K | | 001-36343 | | 3.2 | | December 6, 2019 | | |
4.1 | | | | S-1/A | | 333-194015 | | 4.1 | | March 10, 2014 | | |
4.2 | | | | S-1/A | | 333-194015 | | 4.2 | | March 10, 2014 | | |
4.3 | | | | 10-K | | 001-36343 | | 4.3 | | March 10, 2020 | | |
10.1* | | | | S-1/A | | 333-194015 | | 10.1 | | March 10, 2014 | | |
10.2* | | | | 10-Q | | 001-36343 | | 10.2 | | May 13, 2014 | | |
10.3* | | | | 10-Q | | 001-36343 | | 10.1 | | August 6, 2015 | | |
10.4* | | | | 10-K | | 001-36343 | | 10.4 | | March 10, 2020 | | |
10.5* | | | | S-1/A | | 333-194015 | | 10.5 | | March 10, 2014 | | |
10.6* | | | | 10-Q | | 001-36343 | | 10.2 | | August 4, 2014 | | |
10.7* | | | | 10-Q | | 001-36343 | | 10.3 | | August 4, 2014 | | |
10.8* | | | | 10-Q | | 001-36343 | | 10.4 | | August 4, 2014 | | |
10.9* | | | | 10-Q | | 001-36343 | | 10.5 | | August 4, 2014 | | |
10.10* | | | | 8-K | | 001-36343 | | 10.2 | | November 21, 2019 | | |
10.11* | | | | 8-K | | 001-36343 | | 10.3 | | November 21, 2019 | | |
| | | | | | | | | | | | |
10.13 | | | | S-1/A | | 333-194015 | | 10.12 | | February 18, 2014 | | |
10.14 | | | | S-1/A | | 333-194015 | | 10.13 | | February 18, 2014 | | |
10.15 | | | | S-1/A | | 333-194015 | | 10.14 | | February 18, 2014 | | |
10.16 | | | | S-1/A | | 333-194015 | | 10.15 | | February 18, 2014 | | |
10.17 | | | | S-1/A | | 333-194015 | | 10.16 | | February 18, 2014 | | |
10.18 | | | | S-1/A | | 333-194015 | | 10.17 | | February 18, 2014 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Exhibit Number | | | | Incorporated by Reference | | |
Description | Form | | SEC File No. | | Exhibit Number | | Filing Date | Filed Herewith |
10.19 | | | | S-1/A | | 333-194015 | | 10.18 | | February 18, 2014 | | |
10.20 | | | | S-1/A | | 333-194015 | | 10.19 | | February 18, 2014 | | |
10.21 | | | | S-1/A | | 333-194015 | | 10.2 | | February 18, 2014 | | |
10.22 | | | | 10-Q | | 001-36343 | | 10.1 | | August 4, 2014 | | |
10.23 | | | | S-1/A | | 333-194015 | | 10.21 | | February 18, 2014 | | |
10.24 | | | | S-1/A | | 333-194015 | | 10.22 | | February 18, 2014 | | |
10.25 | | | | S-1/A | | 333-194015 | | 10.23 | | February 18, 2014 | | |
10.26 | | | | 10-K | | 001-36343 | | 10.31 | | March 11, 2015 | | |
10.27* | | | | S-1/A | | 333-194015 | | 10.25 | | March 10, 2014 | | |
10.28* | | | | 10-K | | 001-6343 | | 10.32 | | March 1, 2016 | | |
10.29 | | | | 10-Q | | 001-36343 | | 10.1 | | May 8, 2019 | | |
10.30 | | | | 8-K | | 001-36343 | | 10.1 | | September 9, 2022 | | |
21.1 | | | | 10-K | | 001-36343 | | 21.1 | | March 10, 2020 | | |
23.1 | | | | 10-K | | 001-36343 | | 23.1 | | February 29, 2024 | | |
23.2 | | | | 10-K | | 001-36343 | | 23.2 | | February 29, 2024 | | |
31.1 | | | | | | | | | | | | X |
31.2 | | | | | | | | | | | | X |
32.1 ** | | | | 10-K | | 001-36343 | | 32.1 | | February 29, 2024 | | |
32.2 ** | | | | 10-K | | 001-36343 | | 32.2 | | February 29, 2024 | | |
97 | | | | 10-K | | 001-36343 | | 97 | | February 29, 2024 | | |
101 | | Inline XBRL ("iXBRL") for the information under Part II, Item 9B, “Other Information” of this Amendment No. 1 on Form 10-K/A | | | | | | | | | | X |
101.INS | | | | 10-K | | 001-36343 | | 101.INS | | February 29, 2024 | | |
101.SCH | | | | 10-K | | 001-36343 | | 101.SCH | | February 29, 2024 | | |
101.CAL | | | | 10-K | | 001-36343 | | 101.CAL | | February 29, 2024 | | |
101.DEF | | | | 10-K | | 001-36343 | | 101.DEF | | February 29, 2024 | | |
101.LAB | | | | 10-K | | 001-36343 | | 101.LAB | | February 29, 2024 | | |
101.PRE | | | | 10-K | | 001-36343 | | 101.PRE | | February 29, 2024 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Exhibit Number | | | | Incorporated by Reference | | |
Description | Form | | SEC File No. | | Exhibit Number | | Filing Date | Filed Herewith |
104 | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | | | | | | | | | | X |
* Indicates a management contract or compensatory plan.
** The certifications attached as Exhibit 32.1 and 32.2 that accompany this Annual Report on Form 10‑K/A are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of A10 Networks, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10‑K/A, irrespective of any general incorporation language contained in such filing.
SIGNATURES
Pursuant to the requirements 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.
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| | | A10 NETWORKS, INC. |
| | | | |
Date: | March 7, 2024 | | By: | /s/ Brian Becker |
| | | | Brian Becker |
| | | | Chief Financial Officer (Principal Accounting and Financial Officer) |