马库斯 2024年度报告

FORM10-K For the transition period from ___________ to ___________Commission File Number1-12604 THEMARCUS CORPORATION (Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesoNox Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesoNox 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 thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days.YesxNoo 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).YesxNoo 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 emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of theExchange Act. 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o 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 overfinancial 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.x 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 thecorrection of an error to previously issued financial statements.o 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 theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YesoNox The aggregate market value of the registrant’s common equity held by non-affiliates as of June 27, 2024 was approximately $218,000,340. This value includes all sharesof the registrant’s common stock, except for treasury shares and shares beneficially owned by the registrant’s directors and executive officers listed in Part I below. Portions of the registrant’s definitive Proxy Statement for its 2025 annual meeting of shareholders, which will be filed with the Commission under Regulation 14Awithin 120 days after the end of our fiscal year, will be incorporated by reference into Part III to the extent indicated therein upon such filing. TABLE OF CONTENTS PART I Special Note Regarding Forward-Looking StatementsItem 1. Business.Item 1A. Risk Factors.Item 1B. Unresolved Staff Comments.Item 1C. CybersecurityItem 2. Properties.Item 3. Legal Proceedings.Item 4. Mine Safety DisclosuresInformation about Our Executive Officers PART II Item 5. Market for the Company’s Common Equity, Related Shareholder Matters and Issuer Repurchases of EquitySecurities.Item 6. ReservedItem 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market Risk.Item 8. Financial Statementsand Supplementary DataItem 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.Item 9A. Controls and Procedures.Item 9B. OtherInformation PART III Item 10. Directors, Executive Officers and Corporate Governance.85Item 11. Executive Compensation.85Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.85Item 13. Certain Relationships and Related Transactions, and Director Independence.85Item 14. Principal Accounting Fees and Services.85 PART IV Item 15. Exhibits and Financial Statement Schedules.Item 16. Form 10-K Summary.Signatures PART I Special Note Regarding Forward-Looking StatementsCertain matters discussed in this Annual Report on Form 10-K and the accompanying annual report to shareholders, particularly in Management’s Discussion and Analysis, are “forward-looking statements” intended to qualify for the safe harbors fromliability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements may generally beidentifie