Tucows Inc 2024年度报告

FORM10-KFOR ANNUAL AND TRANSITION REPORTS PURSUANT TOSECTIONS13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)hasbeen subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, 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 Securities Exchange Act of 1934. Accelerated filer☒Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b), indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.Yes☒No☐ Indicate by check mark whether any of such error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant's executive officers during the relevant recovery period pursuant to§ 240.10D-1(b).Yes☐No☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of Act).Yes☐No☒ As of June30, 2024, (the last day of our most recently completed second quarter), the aggregate market value of the common stock heldby non-affiliates of the registrant was approximately $126.9million.Such aggregate market value was computed by reference to the closing saleprice per share of $19.32as reported on the NASDAQ Capital Market on such date. For purposes of making this calculation, the registrant hasexcluded each executive officer, each director and each beneficial owner of more than ten percent of the outstanding shares of common stock of theCompany. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of shares outstanding of the registrant’s common stock as of March 10, 2025, was11,032,586. TUCOWSINC.ANNUAL REPORT ON FORM 10-KFiscal Year EndedDecember 31, 2024TABLE OF CONTENTSPagePART IItem 1Business3Item 1ARisk Factors11Item 1BUnresolved Staff Comments24Item 1CCybersecurity24Item 2Properties25Item 3Legal Proceedings25Item 4Mine Safety Disclosures25PART IIItem 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities26Item 6Reserved27Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations28Item 7AQuantitative and Qualitative Disclosures About Market Risk50Item 8Financial Statements and Supplementary Data51Item 9Changes in and Disagreements With Accountants on Accounting and Financial Disclosure51Item 9AControls and Procedures51Item 9BOther Information52Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections52PART IIIItem 10Directors, Executive Officers and Corporate Governance53Item 11Executive Compensation59Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters73Item 13Certain Relationships and Related Transactions, and Director Independence76Item 14Principal Accountant Fees and Services76PART IVItem 15Exhibits and Financial Statement Schedules77Item 16Form 10-K Summary80 TRADEMARKS, TRADE NAMES AND SERVICE MARKS Tucows®, EPAG®, Hover®, OpenSRS®, Ting®, eNom®, Ascio®, Simply Bits®, and Wavelo® are registered trademarks of Tucows Inc.or its subsidiaries. Other service marks, trademarks and trade names of Tucows Inc. or its subsidiaries may be used in this Annual Report on Form10-K (this “Annual Report”). All other service marks, trademarks and trade names referred to in this Annual Report are the property of theirrespective owners. Solely for convenience, any trademarks referred to in this Ann