true --03-31 2024 FY Carver Bancorp, Inc. (the "Company") filed its Annual Report on Form 10-K for the fiscal year ended March 31, 2024 ("Form 10-K") with the U.S. Securities and Exchange Commission (the "SEC") on July 16, 2024. The Company is filing this Amendment No. 1 to the Form 10-K, or "Form 10-K/A," solely to revise Part III of the report to include the information previously omitted from the Form 10-K. This Amendment No. 1 to the report continues to speak as of the date of filing of the report, and except as expressly set forth herein we have not updated the disclosures contained in this Amendment No. 1 to the report to reflect any events that occurred at a date subsequent to the filing of the report. 0001016178

 0001016178

 2023-04-01
 2024-03-31

 0001016178

 2024-07-15

 0001016178

 2023-09-30

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 AMENDMENT NO. 1

 FOR ANNUAL AND TRANSITION REPORTS PURSUANT
TO

 SECTIONS 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

 x

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended March
31, 2024

 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: 001-13007

 CARVER
BANCORP, INC.

 (Exact name of registrant as specified in its
charter)

 Delaware

 13-3904174

 (State
 or Other Jurisdiction of Incorporation or Organization)

 (I.R.S.
 Employer Identification No.)

 75 West 125th Street

 New York

 New York

 10027

 (Address
 of Principal Executive Offices)

 (Zip
 Code)

 Registrant's telephone number, including area
code: ( 718) 230-2900

 Securities Registered Pursuant to Section 12(b) of
the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common
 Stock, par value $0.01 per share

 CARV

 NASDAQ Capital Market

 Securities registered pursuant to Section 12(g) of
the Act:

 None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 Yes x No

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. x
 Yes No

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). x Yes
 No

by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

 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

 x

 Non-accelerated
 Filer

 x

 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.

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.

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).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 Yes x No

 As of July 15, 2024 there
were 5,094,948 shares of common stock of the Registrant outstanding. The aggregate market value of the Registrant's
common stock held by non-affiliates, as of September 30, 2023 (based on the closing sales price of $2.17 per share of the registrant's
common stock on September 30, 2023) was approximately $ 10,672,813.

 DOCUMENTS INCORPORATED BY REFERENCE

 None

 ITEM
 10.

 DIRECTORS, EXECUTIVE
 OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE

 ITEM
 11.

 EXECUTIVE COMPENSATION

 ITEM
 12.

 SECURITY OWNERSHIP
 OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM
 13.

 CERTAIN RELATIONSHIPS
 AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 ITEM
 14.

 PRINCIPAL ACCOUNTANT
 FEES AND SERVICES

 ITEM
 15.

 EXHIBITS
 AND FINANCIAL STATEMENT SCHEDULES

 ITEM
 16.

 FORM 10-K
 SUMMARY

 SIGNATURES

 EXPLANATORY
NOTE

 Carver Bancorp, Inc. (the
 "Company") filed its Annual Report on Form 10-K for the fiscal year ended March 31, 2024 ("Form 10-K")
with the U.S. Securities and Exchange Commission (the "SEC") on July 16, 2024. The Company is filing this Amendment
No. 1 to the Form 10-K, or "Form 10-K/A," solely to revise Part III of the report to include the information
previously omitted from the Form 10-K. This Amendment No. 1 to the report continues to speak as of the date of filing of the
report, and except as expressly set forth herein we have not updated the disclosures contained in this Amendment No. 1 to the report
to reflect any events that occurred at a date subsequent to the filing of the report.

 Pursuant to Rule 12b-15
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Amendment No. 1 also contains new certifications
of the Company's principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002. Because no financial statements are included in this Amendment No. 1 and this Amendment No. 1 does not contain
or amend any disclosure with respect to Items 307 or 308 of Regulation S-K promulgated by the SEC under the Exchange Act, paragraphs
3, 4 and 5 of the Section 302 certifications have been omitted. In addition, because no financial statements are included in this
Amendment No. 1, new certifications of the Company's principal executive officer and principal financial officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 are not required to be included with this Amendment No. 1.

 Except
as described above or as expressly noted in this Amendment No. 1, no other changes have
been made to the Form 10-K.

 ITEM 10.
 DIRECTORS,
 EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE.

 General

 The Certificate of Incorporation
of Carver provides that Carver's Board of Directors shall be divided into three (3) classes, as nearly equal in number as
possible. The directors of each class serve for a term of three (3) years, with one (1) class elected each year. In all cases,
directors serve until their successors are elected and qualified.

 Carver's Board of Directors
has the discretion to fix the number of directors by resolution and has so fixed this number at seven (7).

 Information Regarding Directors

 The following table sets
forth certain information with respect to our directors. There are no arrangements or understandings between Carver and any director
pursuant to which such person was elected or nominated to be a director of Carver. For information with respect to the ownership of shares
of the Common Stock by each director, see "Security Ownership of Certain Beneficial Owners and Management—Security Ownership
of Management."

 Name

 Age

 End

 of
 Term

 Position
 Held with

 Carver
 and Carver Federal

 Since

 Kenneth J. Knuckles

 2024

 2013

 Jillian E. Joseph

 2024

 2019

 Pazel G. Jackson, Jr.

 2025

 1997

 Robin L. Nunn

 2025

 2022

 Craig C. MacKay

 2026

 Interim Chief Executive Officer and President,

 2017

 Lewis P. Jones III

 2026

 Chairperson of the Board

 2013

 Colvin W. Grannum

 2026

 2013

 Directors' Backgrounds

 The principal occupation
and business experience of each director is set forth below.

 Jillian
E. Joseph is Managing Director and Associate General Counsel at Nuveen, the asset management arm of TIAA. Ms. Joseph
primarily supports TIAA's real estate business – Nuveen Real Estate. She is a lead attorney over approximately $7 billion
of loan originations each year in fixed rate mortgage financing, floating rate mezzanine lending, and structured debt offering. In addition
to her extensive debt leadership, Ms. Joseph also supports the equity business with over $12 billion yearly in real estate equity
transactions – including property acquisitions and dispositions, complex joint ventures, portfolio investments, fund investments,
and REITS. Ms. Joseph earned her undergraduate degree from Colgate University and her law degree from the University of Pennsylvania
Law School. Ms. Joseph's in-depth knowledge of real estate, finance and business law provides the Board with a unique
and valuable perspective into economic development and commercial lending issues.

 Pazel
G. Jackson, Jr. is the retired Senior Vice President of JPMorgan Chase. During his 37-year career in banking, he held
positions of increasing responsibility at JPMorgan Chase, Chemical Bank, Texas Commerce Bank and the Bowery Savings Bank. From January 1995
to 2000, Mr. Jackson was responsible for mortgage market development throughout the United States for JPMorgan Chase. His prior
positions included Senior Credit Officer of Chemical Mortgage Company, Business Manager of Chemical Mortgage Division, Chief Lending
Officer of Bowery Savings Bank and Marketing Director of Bowery Savings Bank. Mr. Jackson was formerly Vice-Chairman of the Battery
Park City Authority and formerly Chairman of The Mutual Real Estate Trust. He is a licensed Professional Engineer with more than 16 years
of senior management experience in design and construction. Mr. Jackson earned B.C.E. and M.C.E. degrees from the City College of
New York, an M.B.A. from Columbia University and a Doctorate in Business Policy Studies from Pace University in New York. Mr. Jackson's
extensive senior level banking experience, including his extensive lending and real estate experience, coupled with his advanced formal
education, has given him front-line exposure to many of the issues facing Carver, as well as valuable insight needed as Chairperson of
the Asset Liability and Interest Rate Risk Committee. Mr. Jackson has been a member of the Boards of Directors of Carver and Carver
Federal since 1997.

 Kenneth
J. Knuckles is the retired President and Chief Executive Officer of the Upper Manhattan Empowerment Zone Development Corporation
("UMEZ"), where he served for over 15 years. Mr. Knuckles is also Vice Chair of the New York City Planning Commission.
Prior to joining UMEZ, Mr. Knuckles was Vice President of Support Services and Chief Procurement Officer at Columbia University.
Mr. Knuckles earned his undergraduate degree from the University of Michigan and his law degree from Howard University School of
Law. Mr. Knuckles' experience in New York City community development issues contributes to Carver's mission to the communities
it serves.

 Robin
L. Nunn is a Partner in the Litigation, Arbitration & Investigations Group
at Linklaters LLP since 2023. From 2020 to 2023, Ms. Nunn was a Partner and Co-Head of the Banking Group at Morgan, Lewis &
Bockius LLP. Prior to that, from 2018 to 2020, Ms. Nunn was Partner and Chair of the Consumer Financial Services Group at Dechert
LLP. From 2017 to 2018, Ms. Nunn was Partner and Co-Chair of the Supervision, Enforcement and Litigation Group at Davis Wright Tremaine.
Ms. Nunn has also held senior legal positions with Capital One Financial Corporation and American Express. She began her legal career
as a Law Clerk for the Hon. Barrington Parker of the U.S. Court of Appeals for the Second Circuit, and then was a Senior Associate with
Sullivan & Cromwell LLP. Ms. Nunn received her BA from Dartmouth College and her JD from the University of Chicago Law
School. She is a graduate of the Executive Development Leadership Program of the Harvard Business School. Ms. Nunn's extensive
legal experience advising financial institutions is a valuable asset to the Board.

 Craig
C. MacKay is the Interim Chief Executive Officer and President of the Company and the Bank. Mr. MacKay is also a Senior
Advisor and a former Managing Director of England & Company. Mr. MacKay has over 33 years of investment banking experience
focused on corporate financings, private investments, and M&A advisory for middle market companies. He previously headed the Private
Finance groups at Oppenheimer & Company, Canadian Imperial Bank of Commerce, SunTrust Robinson Humphrey, and was the Managing
Member and founder of HNY Associates, a private merchant bank and advisory services firm. Since beginning his banking career at Bankers
Trust Company in 1989, he has completed over $12 billion of middle-market domestic and cross-border capital and corporate advisory engagements.
Mr. MacKay has executed over 100 acquisition financings, leverage recapitalizations, growth capital-raises, and refinancings as
a trusted advisor across a broad spectrum of industrial sectors, including healthcare, business services, financial services, manufacturing
and consumer retail. He has served on numerous public and private corporate boards, non-profit boards and advisory councils, and presently
serves on the board of trustees of the Pioneer Funds (NASDAQ:PIODX) and the board of directors of Equitable Holdings (NYSE:EQH). Mr. MacKay
earned both his Bachelor of Science degree in Economics and Master of Business Administration degree in Finance at the Wharton School
of the University of Pennsylvania. Mr. MacKay's experience in capital markets and corporate finance provides Carver with exceptional
perspective on asset-liability management, interest rate risk management and opportunities in its market area.

 Lewis
P. Jones III is Managing Principal and Co-Founder at 5 Stone Green Capital, an asset management firm that focuses on energy
efficient and sustainably-designed real estate developments, since 2010. Mr. Jones was an executive from 1988 to 2009 at JPMorgan
Chase (and predecessor banks), including serving as the Co-Portfolio Manager of the JPMorgan Urban Renaissance Property Fund and a senior
member of the Acquisitions Team at JP Morgan Asset Management. He also previously served as President of the Chase Community Development
Corporation. Mr. Jones earned his undergraduate degree from Harvard University and a law degree and MBA from Columbia University.
Mr. Jones's expertise in community development and green real estate lending and investment offers Carver a unique perspective
on burgeoning opportunities in its market area. Mr. Jones is Chairman of the Boards of Directors of Carver and Carver Federal.

 Colvin
W. Grannum is the principal of Flagstaff Clapham Advisors, a comprehensive community economic development consulting practice.
In 2022, he retired as President and Chief Executive Officer of Bedford Stuyvesant Restoration Corporation, the nation's first
community development corporation, where he served in that capacity for more than two decades. Mr. Grannum previously served as
a founder and the first Chief Executive Officer at Bridge Street Development Corporation. City and State Magazine named him to the Brooklyn
Power 100 and New York Economic Development 75. He has authored articles and op-eds on issues related to African American wealth creation,
including homeownership. Local Initiatives Support Corporation and New York Housing Conference honored him with their respective Lifetime
Achievement Awards. Prior to his career in community development, he practiced law for more than 17 years in the private and public sectors.
Mr. Grannum earned an undergraduate degree from University of Pennsylvania and a law degree from Georgetown University Law Center.
Mr. Grannum's legal background, expertise in economic development in New York City, and financial inclusion policy offers
Carver a greater depth of understanding on the Bank's market area and the needs of the changing communities that it serves.

 Executive Officers of Carver and Carver
Federal

 Biographical information
for Carver's executive officers who are not directors is set forth below. Such executive officers are officers of Carver and Carver
Federal.

 Executive Officers

 Christina
L. Maier, 69, is First Senior Vice President and Chief Financial Officer since March 2016. Prior to joining Carver, Ms. Maier
served as Executive Vice President and Chief Financial Officer of Patriot National Bancorp, Inc. from 2013 through March 2016.
Prior to her time with Patriot National Bancorp, Inc., Ms. Maier spent over a decade in leadership positions at other financial
institutions, including Brown Brothers Harriman, Provident New York Bancorp and Hudson United Bancorp. Ms. Maier earned an M.B.A.
in Finance from St. Thomas Aquinas College and a B.S. in Accounting from Fairleigh Dickinson University.

 Isaac Torres,
58, is Senior Vice President, General Counsel and Corporate Secretary. Prior to being appointed to his current role in February 2018,
he served as the Company's First Vice President, Assistant General Counsel and Corporate Secretary beginning in June 2014.
Mr. Torres is responsible for the legal, regulatory, and corporate governance functions at
the Company. Prior to joining Carver, he was Senior Counsel and Assistant Corporate Secretary of MetLife, Inc. Before his
tenure at MetLife, he was an attorney with Hawkins Delafield & Wood LLP, where he practiced in the areas of public finance and
economic development. Mr. Torres received a BA in Political Science from Stony Brook University, an MS in Management &
Policy Analysis from the New School for Social Research, where he was an Alfred P. Sloan Fellow, and his JD from St. John's University
Law School.

 Marc
S. Winkler, 68, is Senior Vice President and Chief Administrative Officer since April 2023.
Prior to his current position, Mr. Winkler was Senior Vice President and Chief Strategy Officer beginning in January 2022.
Prior to joining Carver, Mr. Winkler was an Independent Consultant at Princeton Partners FSG from 2019 through January 2022,
engaging in net worth restoration planning, strategic planning and asset liability advisory. From 2015 until 2019, Mr. Winkler worked
as a consultant for the P&G Group, which included P&G Associates and GRC Risk Solutions. From 2018 until 2019, he was the Director
of Strategic Advisory Consulting Services for GRC Risk Solutions, which included managing the Sarbanes-Oxley compliance consulting practice.
Mr. Winkler also served as an Interim Chief Financial Officer of Severn Bancorp, Inc. in 2019 pursuant to Mr. Winkler's
consulting work with CFO Consulting Partners, LLC. Mr. Winkler's consulting work in the banking industry included strategic
planning, risk assessments, Sarbanes-Oxley compliance, internal audit function, due diligence, and merger project management. Mr. Winkler
also has served in various management positions in banks, including President and Chief Executive Officer of Woodlands Bank in Williamsport,
Pennsylvania, Asian Bank in Philadelphia, Pennsylvania and Twin Rivers Community Bank in Easton, Pennsylvania. Mr. Winkler earned
an MBA in Finance from the Rutgers Graduate School of Management, and a B.A. in Political Science from the University of Cincinnati.

 Delinquent Section 16(a) Reports

 Section 16(a) of
the Exchange Act requires Carver's directors and executive officers, and persons who own more than ten percent of a registered
class of Carver's equity securities, to file reports of ownership and changes in ownership with the SEC and the NASDAQ Stock Market.
Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish Carver with copies of all Section 16(a) forms
they file.

 Based solely on a review
of copies of such reports of ownership furnished to Carver, or written representations that no forms were necessary, Carver believes
that during the last fiscal year, all filing requirements applicable to its directors, officers and greater than ten percent stockholders
of Carver were complied with except as follows: a required Form 3 for Robin L. Nunn and a required Form 4 for Craig C. MacKay
were not filed on a timely basis.

 Code of Ethics

 Carver has adopted a Code
of Ethics, which applies to Carver's directors and employees and sets forth important Company policies and procedures in conducting
Carver's business in a legal, ethical, and responsible manner. The Code of Ethics, including future amendments, is available free
of charge on Carver's website at www.carverbank.com in the Corporate Governance section of the Investor Relations webpage or
by writing to the Corporate Secretary, Carver Bancorp, Inc., 75 West 125 th Street, New York, New York 10027, or by telephoning
(718) 230-2900. Carver intends to post on its website any waiver under the codes granted to any of its directors or executive officers.

 Finance
and Audit Committee.

 The Finance and Audit Committee
consists of Directors Colvin W. Grannum (Chairperson), Pazel G. Jackson, Jr., and Kenneth J. Knuckles. All members have been determined
to be independent directors. The Finance and Audit Committee's primary duties and responsibilities are to:

 monitor
 the integrity of Carver's financial reporting process and systems of internal controls
 regarding finance, accounting, and legal compliance;

 manage
 the independence and performance of Carver's independent public auditors and internal
 auditing function;

 monitor
 the process for adhering to laws, regulations and Carver's Code of Ethics; and

 provide
 an avenue of communication among the independent auditors, management, the internal auditing
 function and the Board of Directors.

 Other specific duties and
responsibilities include reviewing Carver's disclosure controls and procedures, internal controls, Carver's periodic filings
with the SEC and earnings releases; producing the required audit committee annual report for inclusion in Carver's proxy statement;
and overseeing complaints concerning financial matters. The Finance and Audit Committee met eight (8) times during fiscal year 2024,
including meetings to review Carver's annual and quarterly financial results prior to their public issuance.

 Report of the Finance and Audit Committee
of the Board of Directors

 This
report is furnished by the Carver Finance and Audit Committee of the Board of Directors as required by the rules of the SEC under
the Exchange Act. The report of the Finance and Audit Committee shall not be deemed to be incorporated by reference by
any general statement incorporating by reference this Amendment No. 1 to the Annual Report
on Form 10-K into any filing under the Securities Act of 1933, as amended (" Securities Act "), or the Exchange
Act, except to the extent that Carver specifically incorporates this information by reference, and shall not otherwise be deemed to be
filed under the Securities Act or the Exchange Act.

 The Board of Directors has
adopted a written charter that sets forth the Finance and Audit Committee's duties and responsibilities and reflects applicable
rules of the NASDAQ Stock Market and SEC regulations.

 All members of the Finance
and Audit Committee have been determined to be independent as defined in the listing requirements of the NASDAQ Stock Market. The Board
of Directors has determined that Pazel G. Jackson, Jr., Kenneth J. Knuckles, and Colvin W. Grannum each qualify as an "audit
committee financial expert." The Finance and Audit Committee received the required written disclosures and letter from BDO USA,
LLP, Carver's independent accountants for fiscal year ended March 31, 2024, required by applicable requirements of the Public
Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the Audit
Committee concerning the independent registered public accounting firm's independence. The Finance and Audit Committee reviewed
and discussed with Carver's management and BDO USA, LLP the audited financial statements of Carver contained in Carver's
Annual Report on Form 10-K for the fiscal year ended March 31, 2024. The Finance and Audit Committee has also discussed with
BDO USA, LLP the matters required to be discussed pursuant to the Codified Statements on Auditing Standards No. 1301, as amended
or supplemented.

 Throughout the year, the
Finance and Audit Committee had full access to management and the independent and internal auditors for Carver. The Finance and Audit
Committee acts only in an oversight capacity and necessarily relies on the assurances and work of Carver's management and independent
auditors who expressed an opinion on Carver's annual financial statements. Carver's management has the primary responsibility
for the financial statements and the reporting process, including the systems of internal control.

 As part of its ongoing activities,
the Finance and Audit Committee has:

 reviewed
 and discussed with management, and our independent registered public accounting firm, the
 audited consolidated financial statements of Carver for the year ended March 31, 2024;

 discussed
 with our independent registered public accounting firm the matters required to be discussed
 by Auditing Standard No. 1301 Communications with Audit Committees, as amended,
 and as adopted by the Public Company Accounting Oversight Board; and

 received
 and reviewed the written disclosures and the letter from our independent registered public
 accounting firm mandated by applicable requirements of the Public Company Accounting Oversight
 Board regarding the independent registered public accounting firm's communications
 with the Finance and Audit Committee concerning independence, and has discussed with our
 independent registered public accounting firm its independence from Carver.

 Based on its review and discussions
described in the immediately preceding paragraphs, the Finance and Audit Committee recommended to the Board of Directors that the audited
financial statements included in Carver's Annual Report on Form 10-K for the fiscal year ended March 31, 2024 be included
in that report.

 Finance and Audit Committee of Carver

 Colvin W. Grannum (Chairman)

 Pazel G. Jackson, Jr.

 Kenneth J. Knuckles

 ITEM 11.
 EXECUTIVE
 COMPENSATION.

 Summary Compensation Table at March 31, 2024

 The following table presents
compensation information regarding Carver's Named Executive Officers at the fiscal year ended March 31, 2024.

 Name
 and Principal
 Position

 Year
 Ended

 3/31

 Salary

 Bonus

 Stock

 Awards

 Option

 Awards

 Non-Equity

 Incentive Plan
 Compensation

 Change
 in
 Pension Value
 and
 Nonqualified
 Deferred
 Compensation
 Earnings

 All
 Other
 Compensation (1)

 Total

 Craig C. MacKay,

 Interim President and Chief Executive Officer (2)

 2024

 $
 205,961

 —

 —

 —

 —

 —

 $
 5,538

 $
 211,499

 Michael T. Pugh,

 2024

 $
 321,908

 —

 —

 —

 —

 —

 $
 8,238

 $
 330,146

 Former President and Chief Executive Officer (3)

 2023

 $
 459,615

 —

 $
 68,400

 —

 —

 —

 $
 15,105

 $
 543,120

 Christina L. Maier,

 2024

 $
 267,152

 —

 $
 16,620

 —

 —

 —

 $
 5,414

 $
 289,186

 First Senior Vice President and Chief Financial Officer

 2023

 $
 267,679

 —

 $
 20,520

 —

 —

 —

 $
 10,707

 $
 298,906

 Marc Winkler

 Senior Vice President and Chief Administrative Officer (4)

 2024

 $
 291,403

 —

 $
 16,620

 —

 —

 —

 $
 11,209

 $
 319,232

 (1)

 Except as noted,
 the amounts shown in this column reflect matching contributions made to Carver's 401(k) Plan. No Named Executive
 Officer receives perquisites the aggregate value of which exceeds $10,000.

 (2)

 Appointed Interim President and Chief Executive Officer
 on October 1, 2023.

 (3)

 Resigned as of August 6, 2023.

 (4)

 Appointed Chief Administrative Officer on April 3,
 2023.

 Outstanding Equity Awards at Fiscal Year End

 The following table shows equity awards outstanding
for each of our named executive officers as of March 31, 2024.

 Option Awards

 Stock Awards

 Name

 Grant
 Date

 Securities
 Underlying
 Unexercised
 Options
 Exercisable

 Securities
 Underlying
 Unexercised
 Options
 Unexercisable

 Option
 Exercise
 Price ($)

 Option
 Expiration
 Date

 Grant Date

 Shares or
 Units of
 Stock That
 Have Not
 Vested

 Market
 Value of
 Shares or
 Units of
 Stock That
 Have Not
 Vested(1) ($)

 Craig C. MacKay

 12/14/2017

 1,000

 —

 $
 3.48

 12/14/2027

 —

 —

 —

 Michael T. Pugh

 —

 —

 —

 —

 —

 —

 —

 —

 Christina L. Maier

 —

 —

 —

 —

 —

 04/25/2022

 1,000
 (2)

 $
 1,530

 —

 —

 —

 —

 —

 10/26/2023

 6,000
 (3)

 $
 9,180

 Marc Winkler

 10/26/2023

 6,000
 (3)

 $
 9,180

 (1)

 Amounts shown are based on the fair market value of Carver common stock on March 28, 2024 of $1.53.

 (2)

 Vest over three years, one third in each year commencing on April 25, 2023.

 (3)

 Vest over three years, one third in each year commencing on October 26, 2024.

 Benefit Plans

 401(k) Savings
Plan. Carver maintains a 401(k) Savings Plan ( " 401(k) Plan ")
with a profit-sharing feature for all eligible employees of Carver. Carver matched contributions to the 401(k) Plan equal to 100%
of pre-tax contributions made by each employee up to a maximum of 4% of their pay, subject to IRS limitations. Carver suspended the matching
contributions from November 2020 through December 2021. In January 2021, Carver reinstated the matching contributions
with an increase to the match contributions to 4%. All such matching contributions are fully vested and non-forfeitable at all times
regardless of the years of service with the Bank. Carver employees will be eligible to participate upon their hire date. To be eligible
to enroll, the employee must be 21 years of age. Under the profit-sharing feature of the plan, if the Bank achieves a minimum of 70%
of its fiscal year performance goal, the Compensation Committee may authorize a non-elective contribution to the 401(k) Plan on
behalf of each eligible employee of up to 2% of the employee's annual pay, subject to IRS limitations. This non-elective contribution,
if made, is awarded regardless of whether the employee makes voluntary contributions to the 401(k) Plan. Non-elective Company contributions
vest 20% each year for the first five years of employment and are fully vested thereafter. To be eligible for the non-elective company
contribution, the employee must be 21 years of age, have completed at least one year of service and be employed on the last day of the
plan year, currently December 31, or have terminated employment for death, disability or retirement. Carver did not award a non-elective
contribution for the 401(k) Plan year that ended December 31, 2022.

 Employment Agreement

 In
connection with Craig C. MacKay's appointment as the Interim President and Chief Executive Officer of the Company and Bank, the
Bank entered into an employment agreement (the "Employment Agreement") with him effective October 1, 2023 and the key
terms of the Employment Agreement are as follows:

 Term. The
term of the Employment Agreement commenced on October 1, 2023 (the "Term") and the Term will end upon the earlier of:
(i) the date the Board of Directors appoints a permanent President and Chief Executive Officer of the Company and Bank, (ii) Mr. MacKay
provides written notice to the Bank that the Term will expire at the end of the month in which the notice of expiration is delivered
to the Bank, or (iii) April 1, 2024 provided that the Bank delivers a notice of expiration to Mr. MacKay no later than
March 1, 2024. Commencing on April 1, 2024, if notice of expiration has not been delivered by either party, the Term
shall automatically renew each month for an additional month until either party provides written notice to the other party that the Term
will expire at the end of the month in which the notice of expiration is delivered.

 Cash
Compensation. Mr. MacKay's annual base salary will be $450,000, and Mr. MacKay may receive a bonus at the
discretion of the Board of Directors or the Compensation Committee.

 Equity
Grant. No later than five days after the last day of the Term (the "Grant Date"), Mr. MacKay will receive
a grant of Company stock equal to the product of (i) 42,553 and (ii) a fraction, the numerator of which is the total number
of months (including partial months) in the Term and the denominator of which is 12. The award will be one-hundred percent (100%)
vested as of the Grant Date.

 Benefits.
Mr. MacKay will be entitled to participate in all employee benefit plans, arrangements and perquisites offered to senior management
of the Bank, on terms and conditions no less favorable than the plans, arrangements and perquisites available to other members of senior
management of the Bank.

 Termination
without Cause or for Good Reason following a Change in Control. In the event of a change in control of the Bank or the
Company, followed by Mr. MacKay's termination of employment without "cause" or with "good reason," Mr. MacKay
would be entitled to a severance payment in the form of a cash lump sum equal to three times the sum of: (i) Mr. MacKay's
base salary at the date of termination (or Mr. MacKay's base salary in effect during any of the prior three years, if
higher); and (ii) the average annual total incentive bonus earned by Mr. MacKay for three most recently completed calendar
years prior to the change control, or if greater, the annual total incentive bonus that would have been earned in the year of the change
of control at target bonus opportunity. In addition, Mr. MacKay would be entitled to a cash lump sum payment equal to the
value of health care costs for thirty-six months. The definitions of "cause" and "good reason"
are set forth in the Employment Agreement. In the event that payments to Mr. MacKay become subject to Sections 280G and
4999 of the Code, such payments would be reduced if such reduction would leave him better off on an after-tax basis.

 Restrictive
Covenants. The Employment Agreement also provides non-competition and non-solicitation restrictions during the term of employment
and for generally one year thereafter, and confidentiality during the term of employment and surviving the end of the term of employment.

 Director Compensation

 Carver's directors
are paid an annual cash retainer of $20,000 to serve as a Director of both Carver and Carver Federal and receive a meeting fee of $1,000
for Board meetings attended. The chairs of the Asset Liability and Interest Rate Risk and Finance and Audit committees receive an annual
retainer of $8,000 and a meeting fee of $800. The chairs of the remaining committees receive an annual retainer of $4,000. The
committee members of the Compensation, Institutional Strategy and Nominating and Corporate Governance, including the chairs thereof
receive $600 per committee meeting attended. The Non-Executive Chairperson is paid a quarterly cash retainer of $17,500 ($70,000 per
year) to serve as Chairperson of both Carver and Carver Federal and does not receive a meeting fee for Board meetings attended. As chair
of the Compliance Committee, he also receives an annual retainer of $8,000. Upon shareholder approval of new directors, the Compensation
Committee may approve a grant of 1,000 shares of restricted stock and 1,000 stock options, which vest pursuant to Carver's incentive
plan in effect at the time of the grant.

 The following table sets
forth information regarding compensation earned by the non-employee directors of Carver during the fiscal year ended March 31, 2024.

 Director Compensation at March 31, 2024

 Change in

 pension

 Fees

 value and

 earned

 Non-equity

 nonqualified

 or paid

 Stock

 Option

 incentive plan

 deferred

 All other

 in cash

 awards

 awards

 compensation

 compensation

 compensation

 Total

 Name

 ($)

 ($)

 (S)

 ($)

 earnings

 ($)

 ($)

 (a)

 (b)

 (c)

 (d)

 (e)

 (f)

 (g)

 (h)

 Pazel G. Jackson, Jr.

 $
 62.900

 —

 —

 —

 —

 —

 $
 62,900

 Robin L. Nunn

 $
 78,100

 —

 —

 —

 —

 —

 $
 78,100

 Lewis P. Jones III

 $
 78,000

 —

 —

 —

 —

 —

 $
 78,000

 Colvin W. Grannum

 $
 61,000

 —

 —

 —

 —

 —

 $
 61,000

 Kenneth J. Knuckles

 $
 25,600

 —

 —

 —

 —

 —

 $
 25,600

 Craig C. MacKay (1)

 $
 45,500

 —

 —

 —

 —

 —

 $
 45,500

 Jillian E. Joseph

 $
 50,000

 —

 —

 —

 —

 —

 $
 50,000

 (1)
 Mr. MacKay was a non-employee director
 until his appointment as Interim President and Chief Executive Officer on October 1,
 2023. Following his appointment as Interim President and Chief Executive Officer, Mr. MacKay
 did not receive any additional compensation for service on our Board or Carver Federal's
 Board.

 Securities Authorized for Issuance Under Equity Compensation Plans

 The following table sets
forth information about the shares of Voting Stock authorized by Carver for issuance under equity compensation plans as of March 31,
2024.

 securities

 Weighted-

 remaining

 securities to be

 average

 available for future

 issued upon

 exercise

 issuance under

 exercise of

 price
 of

 equity

 Outstanding

 outstanding

 compensation plans

 options,

 options,

 (excluding securities

 warrants and

 warrants

 reflected in column

 Plan Category

 Rights

 and
 rights

 (a))

 Equity compensation plans approved by security
 holders (1)

 6,267

 $
 5.27

 26,334

 Equity compensation plans not approved by security
 holders

 —

 —

 —

 Total

 6,267

 $
 5.27

 26,334

 (1) Note:
Shares have been adjusted to reflect Carver's 1-for-15 reverse stock split, effective October 27, 2011.

 ITEM 12.
 SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 Security ownership of certain beneficial
owners.

 The following table sets
forth, as of July 24, 2024, certain information as to shares of Voting Stock beneficially owned by persons owning in excess of 5%
of any class of Carver's outstanding Voting Stock. Carver knows of no person, except as listed below, who beneficially owned more
than 5% of any class of the outstanding shares of Carver's Voting Stock as of July 24, 2024. Except as otherwise indicated,
the information provided in the following table was obtained from filings with the Securities and Exchange Commission (" SEC ")
and with Carver pursuant to the Securities Exchange Act of 1934, as amended (the " Exchange Act "). Addresses provided
are those listed in the filings as the address of the person authorized to receive notices and communications. Except as otherwise indicated,
each person and each group shown in the table has sole voting and investment power with respect to the shares of Voting Stock indicated
and none of the shares are pledged as security. Percentages with respect to each person or group of persons have been calculated on the
basis of 5,140,872 shares of Common Stock outstanding as of July 24, 2024, plus the number of shares of common stock which such
person or group has the right to acquire within 60 days after July 24, 2024 by the exercise of stock options.

 Stock Ownership of Certain Beneficial Owners

 Name and Address of Beneficial Owners

 Amount of Shares
 Owned and Nature of
 Beneficial Ownership (1)

 Percent of Shares
 of Common
 Stock
 Outstanding

 5% Beneficial Stockholders

 Jeffrey John Bailey
 936 N, Parker Street
Orange, CA 92867

 278,524
 (1)

 5.42
 %

 National Community Investment Fund

 135 South LaSalle Street, Suite 3025
Chicago, IL 60603

 399,821
 (2)

 7.78
 %

 (1)
 Based on a Schedule 13D filed on December 20,
 2022.

 (2)
 Based on a Schedule 13G filed on July 21,
 2023.

 Stock Ownership of Management

 Name

 Title

 Amount
 and Nature of

 Beneficial Ownership of

 Common Stock (1)

 Percent
 of Common

 Stock Outstanding

 Lewis P. Jones III

 Chairperson of the Board

 1,500

 *

 Pazel G. Jackson, Jr.

 6,326

 *

 Colvin W. Grannum

 2,740

 *

 Kenneth J. Knuckles

 2,000

 *

 Craig C. MacKay

 Interim President and Chief Executive Officer, Director

 6,000

 *

 Jillian E. Joseph

 1,667

 *

 Robin L. Nunn

 1,000

 *

 Christina L. Maier

 First Senior Vice President and Chief Financial Officer

 13,000

 *

 Marc S. Winkler

 Senior Vice President and Chief Administrative Officer

 6,000

 All directors and other executive
officers
 as a group (10 persons)

 57,591

 1.12
 %

 *
 Less than 1% of outstanding Common
Stock.

 (1)
 Amounts
 of equity securities shown include shares of common stock subject to options exercisable
 within 60 days as follows: Mr. Jones – 1,000; Mr. Grannum – 1,000;
 Mr. Knuckles – 1,000; Mr. McKay – 1,000; Ms. Joseph – 667;
 all officers and directors as a group – 4,667.

 ITEM
13.
 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

 Transactions with Certain Related Persons

 Applicable law requires that
all loans or extensions of credit to executive officers and directors must be made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable transactions with the general public and must not involve more than
the normal risk of repayment or present other unfavorable features. Carver Federal offers loans to its directors, officers and employees,
which loans are made in the ordinary course of business and are not made with more favorable terms nor do they involve more than the
normal risk of collectability or present unfavorable features. Furthermore, loans above the greater of $25,000, or 5% of Carver Federal's
capital and surplus (up to $500,000), to Carver Federal's directors and executive officers must be approved in advance by a majority
of the disinterested members of Carver Federal's Board of Directors. As of the date of this document, neither Carver nor Carver
Federal had any outstanding loans or extensions of credit to any of its executive officers or directors.

 Director Independence

 The Board of Directors has
determined that each of non-management directors is independent according to the Board's independence standards as set out in its
Bylaws, Corporate Governance Principles, applicable rules of the SEC and the rules of the NASDAQ Stock Market. They are Robin
L. Nunn, Lewis P. Jones III, Colvin W. Grannum, Kenneth J. Knuckles, Pazel G. Jackson, Jr. and Jillian E. Joseph. Mr. MacKay
will not be considered an independent director during his tenure as Interim President and Chief Executive Officer.

 ITEM 14.
 PRINCIPAL
 ACCOUNTANT FEES AND SERVICES.

 General

 Carver's independent registered public accounting
firm for the year ended March 31, 2024 was BDO USA, LLP, New York, New York, PCAOB ID: 243.

 Audit Fees

 BDO USA, LLP's billed
audit fees for the fiscal years ended March 31, 2024 and March 31, 2023 were $372,000 and $355,000, respectively.

 Audit-Related Fees

 Carver's audit-related
fees during the fiscal years ended March 31, 2024 and March 31, 2023 were $88,140 and $119,000, respectively.

 Tax Fees

 Carver's incurred tax
fees during the fiscal years ended March 31, 2024 and March 31, 2023 were $35,665 and $33,000, respectively.

 All Other Fees

 Carver did not engage its
current principal accountant to render services during the last two fiscal years, other than as reported above.

 Pre-Approval Policy for Services by Independent
Auditors

 During fiscal year 2024,
the Finance and Audit Committee of Carver's Board of Directors pre-approved the engagement of BDO USA, LLP to provide non-audit
services and considered whether, and determined that, the provision of such other services by BDO USA, LLP is compatible with maintaining
BDO USA, LLP's independence.

 The Finance and Audit Committee
has a policy to pre-approve all audit and permissible non-audit services provided by the Company's independent auditor consistent
with applicable SEC rules. Under the policy, prior to the engagement of the independent auditors for the next year's audit, management
submits an aggregate of services expected to be rendered during that year for each of the four categories of services described above
to the Finance and Audit Committee for approval. Prior to engagement, the Finance and Audit Committee pre-approves these services by
category of service. The fees are budgeted and the Finance and Audit Committee will receive periodic reports from management on actual
fees versus the budget by category of service. During the year, circumstances may arise when it may become necessary to engage the independent
auditors for additional services not contemplated in the pre-approval. In those instances, the Finance and Audit Committee requires specific
pre-approval before engaging the independent auditor.

 The Finance and Audit Committee
has delegated pre-approval authority, subject to certain limits, to the chairman of the Finance and Audit Committee. The chairman is
required to report, for informational purposes, any pre-approval decisions to the Finance and Audit Committee at its next regularly scheduled
meeting.

 ITEM
15.
 EXHIBITS,
 FINANCIAL STATEMENT SCHEDULES.

 (a)(iii) Exhibits.
See below. Each management contract or compensatory plan or arrangement required to be filed has been identified.

 31.1

 Certification
 of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2

 Certification
 of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 ITEM 16.
 FORM 10-K
 SUMMARY.

 None.

 SIGNATURES

 Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

 CARVER BANCORP, INC.

 July 29, 2024

 By

 /s/ Craig
 C. MacKay

 Craig
 C. MacKay

 Interim President and Chief Executive Officer


false 0001140859

 0001140859

 2024-02-21
 2024-02-21

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, DC
20549

 FORM 8-K/A

 (Amendment No. 1)

 CURRENT REPORT

 Pursuant to Section 13 or 15(d)

 of the Securities Exchange Act of 1934

 Date
of Report (Date of earliest event reported): February 21, 2024

 Cencora, Inc.

 (Exact
name of registrant as specified in its charter)

 Commission File Number: 1-6671

 Delaware

 23-3079390

 (State or other jurisdiction
of

 (I.R.S. Employer

 incorporation or organization)

 Identification No.)

 West First Avenue Conshohocken PA

 19428-1800

 (Address of principal
executive offices)

 (Zip Code)

 ( 610) 727-7000

 (Registrant's telephone number, including
area code)

 Not Applicable

 (Former name or former address, if changed since
last report.)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of exchange on which registered

 Common stock

 COR

 New York Stock Exchange (NYSE)

 Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).

 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.

 Explanatory Note

 This Amendment No. 1 (the "Amendment")
amends the Current Report on Form 8-K filed by Cencora, Inc. (the "Company") with the Securities and Exchange Commission
on February 27, 2024 (the "Original Report").

 Item 1.05
 Material Cybersecurity Incidents.

 In the Original Report the Company disclosed that
it learned, on February 21, 2024, that data from its information systems had been exfiltrated, some of which may contain personal
information. Upon initial detection of the unauthorized activity, the Company immediately took containment steps and commenced an investigation
with the assistance of law enforcement, cybersecurity experts and external counsel.

 Through that investigation, the Company learned
that additional data, beyond what was initially identified, had been exfiltrated. The Company has identified and completed its review
of most of the exfiltrated data (the "Data"). This review has confirmed that the Data included personally identifiable information
("PII") and protected health information ("PHI") of individuals, most of which is maintained by a Company subsidiary
that provides patient support services.

 For PII and PHI discovered in the Data to date,
the Company has provided required notifications to potentially affected parties and individuals as well as regulatory agencies. The Company
continues to review the Data and it intends to provide any additional required notifications to affected and potentially affected parties
and appropriate regulatory agencies. The Company has no evidence that any of the Data has been or will be publicly disclosed.

 The Company believes it has contained the incident,
and the Company has undertaken remediation efforts, which are ongoing. As part of its remediation efforts, the Company is working with
cybersecurity experts to reinforce its systems, strengthen its surveillance of cybersecurity threats and prevent unauthorized occurrences
on or conducted through its IT systems.

 The incident has not had a material impact on
the Company's operations, and its information systems have continued to be fully operational. The Company does not believe the incident
is reasonably likely to materially impact the Company's financial condition or results of operations.

 Forward-Looking Statements

 Certain of the statements contained in this Current
Report on Form 8-K are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"). Words
such as "aim," "anticipate," "believe," "can," "continue," "could,",
"estimate," "expect," "intend," "may," "might," "on track," "opportunity,"
"plan," "possible," "potential," "predict," "project," "seek,"
"should," "strive," "sustain," "synergy," "target," "will," "would"
and similar expressions are intended to identify forward-looking statements, but the absence of these words does not mean that a statement
is not forward-looking. These statements are based on management's current expectations and are subject to uncertainty and changes
in circumstances and speak only as of the date hereof. These statements are not guarantees of future performance and are based on assumptions
and estimates that could prove incorrect or could cause actual results to vary materially from those indicated. A more detailed discussion
of the risks and uncertainties that could cause our actual results to differ materially from those indicated is included in (i) the
"Risk Factors" and "Management's Discussion and Analysis" sections in the Company's Annual Report
on Form 10-K for the fiscal year ended September 30, 2023 and elsewhere in that report and (ii) other reports filed by
the Company pursuant to the Securities Exchange Act. The Company undertakes no obligation to publicly update or revise any forward-looking
statements, except as required by the federal securities laws.

 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 hereunto duly authorized.

 Cencora, Inc.

 July 31,
 2024

 By:

 /s/
James F. Cleary

 Name:

 James F. Cleary

 Title:

 Executive
 Vice President and Chief Financial Officer


10-K/A
 FORM 10-K/A

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 2)

 (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: 001-40021

 AEON Biopharma, Inc.

 (Exact name of registrant as specified in its
charter)

 Delaware

 85-3940478

 (State or other jurisdiction
 of

 incorporation or organization)

 (I.R.S. Employer

 Identification Number)

 5 Park Plaza

 Suite 1750

 Irvine, CA 92614

 (Address of Principal Executive Offices)

 (949) 354-6499

 (Registrant's telephone number)

 Securities registered pursuant to Section 12(b) of the Act:

 Title of Each Class

 Trading symbol

 Name of Exchange on which
 registered

 Class A common stock,
 $0.0001 par value per share

 AEON

 NYSE American

 Securities registered pursuant to Section 12(g) of the Act:
None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
 No

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

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

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).

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 voting and non-voting common equity
held by non-affiliates of the registrant, based on the closing price of the registrant's Class A common stock on The Nasdaq Stock
Market LLC on June 30, 2023, the last business day of the registrant's most recently completed second fiscal quarter, was
approximately $14.2 million.

 As
of August 7, 2024, there were 39,522,238 of the registrant's shares of Class A common stock, $0.0001 par value per share,
outstanding.

 EXPLANATORY NOTE

 AEON
Biopharma, Inc. (the "Company") is filing this Amendment No. 2 to its Annual Report on Form 10-K/A (this "Amendment")
for the fiscal year ended December 31, 2023, which was originally filed with the Securities and Exchange Commission ("SEC")
on March 29, 2024 and amended on May 14, 2024 (the "Original Filing"). This Amendment is filed as an exhibits-only
filing, solely for the purpose of filing certain exhibits which were inadvertently omitted in the Original Filing.

 Other than as expressly set forth above, this Amendment does not,
and does not purport to, amend, update or restate any other items or disclosures contained in the Original Filing and does not reflect
events occurring after the date of the Original Filing. This Amendment consists solely of the cover page, this explanatory note, the
exhibit index and the exhibits filed herewith.

 Item
 15.

 ExhibitS,
 FINANCIAL STATEMENTS Schedules

 c.

 Exhibits

 The exhibits listed in the following
Exhibit Index are filed, furnished, or incorporated by reference as part of this Annual Report on Form 10-K/A.

 Exhibit

 No.

 Description

 2.1*

 Business Combination Agreement, dated as of December 12,
 2022, by and among Priveterra Acquisition Corp., Priveterra Merger Sub, Inc. and AEON Biopharma, Inc. (incorporated by
 reference to Exhibit 2.1 to the Form 8-K filed by Priveterra Acquisition Corp. with the SEC on December 13, 2022)

 2.1(a)*

 Amendment No. 1 to Business Combination Agreement,
 dated as of April 27, 2023, by and among Priveterra Acquisition Corp., AEON Biopharma, Inc. and Priveterra Merger Sub, Inc.
 (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Priveterra Acquisition Corp. with the SEC on May 1,
 2023)

 3.1

 Third Amended and Restated Certificate of Incorporation
 of AEON Biopharma, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company with the SEC
 on July 27, 2023)

 3.2

 Amended and Restated Bylaws of AEON Biopharma, Inc.
 (incorporated by reference to Exhibit 3.2 to the Form 8-K filed by the Company with the SEC on July 27, 2023)

 4.1

 Warrant Agreement between Priveterra Acquisition Corp.
 and Continental Stock Transfer & Trust Company, dated as of February 8, 2021 (incorporated by reference to Exhibit 4.1
 to the Form 10-K filed by Priveterra Acquisition Corp. with the SEC on March 28, 2022)

 4.2

 Specimen Warrant Certificate (incorporated by reference
 to Exhibit 4.2 to the Form 10-K filed by Priveterra Acquisition Corp. with the SEC on March 29, 2024)

 4.3

 Senior Secured Convertible Note, by and among AEON
 Biopharma, Inc., Daewoong Pharmaceutical Co., LTD. and AEON Biopharma Sub, Inc. (incorporated by reference to Exhibit 4.1
 to the Form 8-K filed by the Company with the SEC on March 28, 2024)

 4.4

 Senior Secured Convertible Note, by and among AEON
 Biopharma, Inc., Daewoong Pharmaceutical Co., LTD. and AEON Biopharma Sub, Inc. (incorporated by reference to Exhibit 4.1
 to the Form 8-K filed by the Company with the SEC on April 17, 2024)

 4.5

 Description
 of AEON Biopharma Inc.'s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

 10.1+

 AEON Biopharma, Inc. Amended and Restated 2019
 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company with the SEC on July 27,
 2023)

 10.1(a)+

 Form of Stock Option Agreement under AEON Biopharma, Inc.
 Amended and Restated 2019 Incentive Award Plan (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the
 Company with the SEC on July 27, 2023)

 10.1(b)+

 Form of Restricted Stock Unit Agreement under
 AEON Biopharma, Inc. Amended and Restated 2019 Incentive Award Plan (incorporated by reference to Exhibit 10.3 to the Form 8-K
 filed by the Company with the SEC on July 27, 2023)

 10.1(c)+

 Form of Restricted Stock Unit Agreement under
 AEON Biopharma, Inc. Amended and Restated 2019 Incentive Award Plan (409A Deferred Compensation) (incorporated by reference
 to Exhibit 10.4 to the Form 8-K filed by the Company with the SEC on July 27, 2023)

 10.2+

 AEON Biopharma, Inc. 2023 Incentive Award Plan
 (incorporated by reference to Exhibit 10.5 to the Form 8-K filed by the Company with the SEC on July 27, 2023)

 10.2(a)+

 Form of Stock Option Agreement under AEON Biopharma, Inc.
 2023 Incentive Award Plan (incorporated by reference to Exhibit 10.6 to the Form S-4/A filed by Priveterra Acquisition
 Corp. with the SEC on May 1, 2023)

 10.2(b)+

 Form of Restricted Stock Unit Agreement under
 AEON Biopharma, Inc. 2023 Incentive Award Plan (incorporated by reference to Exhibit 10.7 to the Form S-4/A filed
 by Priveterra Acquisition Corp. with the SEC on May 1, 2023)

 10.3+

 AEON Biopharma, Inc. 2023 Employee
 Stock Purchase Plan (incorporated by reference to Exhibit 10.9 to the Form S-1/A filed by the Company with the SEC on April 2,
 2024)

 10.4+

 AEON Biopharma, Inc. Non-Employee Director Compensation
 Program (incorporated by reference to Exhibit 10.6 to the Form 8-K filed by the Company with the SEC on July 27, 2023)

 10.5+

 Amended and Restated Employment Agreement, by and between
 AEON Biopharma, Inc. and Marc Forth (incorporated by reference to Exhibit 10.11 to the Form 8-K filed by the Company
 with the SEC on July 27, 2023)

 10.6+

 Employment Agreement, by and between AEON Biopharma, Inc.
 and Chad Oh (incorporated by reference to Exhibit 10.12 to the Form 8-K filed by the Company with the SEC on July 27,
 2023)

 10.7+

 Employment Agreement, by and between AEON Biopharma, Inc.
 and Alex Wilson (incorporated by reference to Exhibit 10.13 to the Form 8-K filed by the Company with the SEC on July 27,
 2023)

 10.8+

 Consulting Agreement, by and between AEON Biopharma, Inc.
 and Eric Carter, M.D., dated January 30, 2020, and amended on January 30 2020 and September 30, 2020 (incorporated
 by reference to Exhibit 10.11 to the Annual Report on Form 10-K filed by the Company with the SEC on March 29, 2024)

 10.9

 Amended and Restated Registration Rights Agreement,
 dated as of July 21, 2023, by and between AEON Biopharma, Inc. and the stockholders party thereto (incorporated by reference
 to Exhibit 10.20 to the Form 8-K filed by the Company with the SEC on July 27, 2023)

 10.10

 Termination Agreement, dated March 18, 2024, by
 and between AEON Biopharma, Inc., AEON Biopharma Sub, Inc. and ACM ARRT J LLC (incorporated by reference to Exhibit 10.5
 to the Form 8-K filed by the Company with the SEC on March 19, 2024)

 10.11

 Termination Agreement, dated March 18, 2024, by
 and between AEON Biopharma, Inc., AEON Biopharma Sub, Inc. and Polar Multi-Strategy Fund (incorporated by reference to
 Exhibit 10.6 to the Form 8-K filed by the Company with the SEC on March 19, 2024)

 10.12

 Subscription Agreement, dated March 19, 2024,
 by and between AEON Biopharma, Inc., Daewoong Pharmaceutical Co., LTD. and AEON Biopharma Sub, Inc. (incorporated
 by reference to Exhibit 10.1 to the Form 8-K filed by the Company with the SEC on March 19, 2024)

 10.13

 Security Agreement, dated March 19, 2024, by and
 among AEON Biopharma, Inc., Daewoong Pharmaceutical Co., LTD. and AEON Biopharma Sub, Inc. (incorporated by reference
 to Exhibit 10.2 to the Form 8-K filed by the Company with the SEC on March 19, 2024)

 10.14

 Guaranty, dated March 19, 2024, by and between
 Daewoong Pharmaceutical Co., LTD. and AEON Biopharma Sub, Inc. (incorporated by reference to Exhibit 10.3 to the Form 8-K
 filed by the Company with the SEC on March 19, 2024)

 10.15

 License and Supply Agreement, dated as of December 20,
 2019, by and between Daewoong Pharmaceutical Co., LTD. and AEON Biopharma, Inc. (incorporated by reference to
 Exhibit 10.15 to the Form S-4 filed by Priveterra Acquisition Corp. with the SEC on December 27, 2022)

 10.15(a)

 Amendment to License and Supply Agreement, dated as
 of July 29, 2022, by and between Daewoong Pharmaceutical Co., LTD. and AEON Biopharma, Inc. (incorporated by reference
 to Exhibit 10.15(a) to the Form S-4 filed by Priveterra Acquisition Corp. with the SEC on December 27, 2022)

 10.15(b)

 Second Amendment to the License and Supply Agreement,
 dated as of January 8, 2023, by and between AEON Biopharma, Inc. and Daewoong Pharmaceutical Co., Ltd. (incorporated
 by reference to Exhibit 10.17(b) to the Form S-1/A filed by the Company with the SEC on April 2, 2024)

 10.15(c)

 Third Amendment to License and Supply Agreement, dated
 April 24, 2023, by and between Daewoong Pharmaceutical Co. (incorporated by reference to Exhibit 10.17(c) to the Form S-1/A
 filed by the Company with the SEC on April 2, 2024)

 10.15(d)

 Fourth Amendment to License and Supply Agreement, dated
 March 19, 2024, by and between AEON Biopharma, Inc. and Daewoong Pharmaceutical Co., LTD. (incorporated by reference
 to Exhibit 10.4 to the Form 8-K filed by the Company with the SEC on March 19, 2024)

 10.16

 Settlement and License Agreement dated as of June 21,
 2021, by and between AEON Biopharma, Inc. and Medytox, Inc. (incorporated by reference to Exhibit 10.16 to the Form S-4
 filed by Priveterra Acquisition Corp. with the SEC on December 27, 2022)

 10.16(a)

 Amendment to Settlement and License Agreement, dated
 as of May 5, 2022, by and between AEON Biopharma, Inc. and Medytox, Inc. (incorporated by reference to Exhibit 10.16(a) to
 the Form S-4 filed by Priveterra Acquisition Corp. with the SEC on December 27, 2022)

 10.17

 Sponsor Support Agreement, dated
 as of December 12, 2022, by and among Priveterra Sponsor, LLC, Priveterra Acquisition Corp., and the other parties thereto (incorporated
 by reference to Exhibit 10.18 to the Form S-1/A filed by the Company with the SEC on November 24, 2023)

 10.17(a)

 Amendment No. 1 to Sponsor Support Agreement,
 dated as of April 27, 2023, by and among Priveterra Sponsor, LLC, Priveterra Acquisition Corp., and the other parties thereto
 (incorporated by reference to Exhibit 10.17 to the Form S-4/A filed by Priveterra Acquisition Corp. with the SEC on May 1,
 2023)

 21.1

 List
 of Subsidiaries of AEON Biopharma, Inc.

 31.1

 Certification
 of Principal Executive and Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange
 Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1#

 Certification of Chief Executive Officer Pursuant to
 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference
 to Exhibit 32.1 to Amendment No. 1 to the Annual Report on Form 10-K/A filed by the Company with the SEC on May 14,
 2024)

 32.2#

 Certification of Chief Financial Officer Pursuant to
 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference
 to Exhibit 32.2 to Amendment No. 1 to the Annual Report on Form 10-K/A filed by the Company with the SEC on May 14,
 2024)

 97.1

 AEON Biopharma, Inc. Policy for Recovery of Erroneously
 Awarded Compensation (incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K filed by the Company with
 the SEC on March 29, 2024)

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover Page Interactive Data File (formatted in

 Filed herewith.

 *
 The annexes, schedules, and certain exhibits to this Exhibit have
 been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees
 to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon
 request.

 +
 Indicates a management contract or compensatory plan.

 #
 The certifications attached as Exhibit 32.1 and Exhibit 32.2
 that accompany this Amendment No. 2 to the Annual Report on Form 10-K/A are not
 deemed filed with the SEC and are not to be incorporated by reference into any filing of
 AEON Biopharma, 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 Form 10-K/A,
 irrespective of any general incorporation language contained in such filing.

 SIGNATURES

 Pursuant to the requirements of Section 13
or 15(d) 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.

 AEON Biopharma, Inc.

 Date:
 August 12, 2024

 By:

 /s/
 March Forth

 Marc Forth

 President and Chief Executive Officer


false --12-31 2023 FY 0001677576 IIPR IIPR-PA Yes No Yes Yes 2000000000

 2023-01-01
 2023-12-31

 us-gaap: CommonStockMember

 2023-01-01
 2023-12-31

 IIPR:SeriesAPreferredStockparvalueMember

 2023-01-01
 2023-12-31

 2023-06-30

 2024-02-27

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM
 10-K/A

 Amendment No.

 (Mark One)

 x

 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: 001-37949

 Innovative Industrial
Properties, Inc.

 (Exact name of registrant as
specified in its charter)

 Maryland

 81-2963381

 (State or other jurisdiction of incorporation or organization)

 (I.R.S. Employer Identification No.)

 1389 Center Drive, Suite 200, Park City, UT 84098

 ( 858) 997-3332

 (Address of principal executive offices)

 (Registrant's telephone number)

 Securities registered pursuant to Section 12(b) of the Act:

 Title of Each Class

 Name of Each Exchange on Which Registered

 Common Stock, par value $0.001 per share

 IIPR

 New York Stock Exchange

 Series A Preferred Stock, par value $0.001 per share

 IIPR-PA

 New York Stock Exchange

 Securities registered pursuant
to Section 12(g) of the Act:

 None.

by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES x NO

by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. YES NO x

by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act 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 x NO

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 (Section 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 x 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 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 x

 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. 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 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).

by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES NO x

 The aggregate market value of the common stock held
by non-affiliates of the Registrant was approximately $ 2.0 billion, based upon the last reported sale price of $73.01 per share on the
New York Stock Exchange on June 30, 2023, the last business day of the Registrant's most recently completed second quarter.

 As of February 27, 2024, there were 28,205,423 shares
of common stock outstanding.

 DOCUMENTS INCORPORATED BY
REFERENCE

 Portions of Innovative Industrial Properties, Inc.'s
Proxy Statement with respect to its 2024 Annual Meeting of Stockholders are incorporated by reference into Part III hereof.

 Auditor Name:

 Auditor Location:

 Auditor Firm ID:

 BDO USA, P.C.

 San Diego, California

 PCAOB ID # 243

 EXPLANATORY NOTE

 Innovative Industrial Properties, Inc. (the "Company")
is filing this Amendment No. 1 to the Annual Report on Form 10-K (this "Form 10-K/A") for the fiscal year ended December 31,
2023, originally filed with the Securities and Exchange Commission on February 27, 2024 (the "Original Filing"), solely for
the purpose of correcting a scrivener's error in the certifications filed as Exhibits 31.1 and 31.2 (the "Certifications")
to the Original Filing. At the time the Company filed its Original Filing, the Company's certifying officers had completed the matters
covered by paragraph 4(b) and the introductory language in paragraph 4 of the Certifications, referring to its internal control over financial
reporting. The Certifications filed with the Original Filing contained a scrivener's error in that they inadvertently omitted
such language, and the corrected Certifications are being filed as Exhibits 31.1 and 31.2 with this Form 10-K/A. Because no financial
statements have been included in this Form 10-K/A, paragraph 3 of each of the Certifications has been omitted.

 Please note that the only changes to the Original
Filing are those related to the matters described herein. Except as described above, no changes have been made to the Original Filing,
and this Form 10-K/A does not modify, amend or update any of the other financial information or other information contained in the Original
Filing, and except as specifically provided herein, this Form 10-K/A does not reflect any information or events occurring after the date
of the Original Filing.

 ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULE

 (3) Exhibits

 Exhibit
 Number

 Description of Exhibit

 1.1

 Form of Equity Distribution Agreement, dated as of January 20, 2023, between Innovative Industrial Properties, Inc., IIP Operating Partnership, LP and each sales agent.(1)

 3.1

 Second Articles of Amendment and Restatement of Innovative Industrial Properties, Inc. (including Articles Supplementary Classifying Innovative Industrial Properties, Inc.'s 9.00% Series A Cumulative Redeemable Preferred Stock).(2)

 3.2

 Third Amended and Restated Bylaws of Innovative Industrial Properties, Inc.(3)

 4.1

 Form of Certificate for Common Stock.(4)

 4.2

 Indenture, dated as of February 21, 2019, among IIP Operating Partnership, LP, as issuer, Innovative Industrial Properties, Inc. and the subsidiaries of IIP Operating Partnership, LP, as guarantors, Argent Institutional Trust Company, as trustee (as successor-in-interest to GLAS Trust Company LLC), and Securities Transfer Corporation, as registrar (as successor-in-interest to GLAS Trust Company LLC), including the Form of Note representing IIP Operating Partnership, LP's 3.75% Exchangeable Senior Notes due 2024.(5)

 4.3

 Indenture, dated as of May 25, 2021, among Innovative Industrial Properties, Inc., IIP Operating Partnership, LP, the Subsidiary Guarantors set forth on the signature page thereto, Argent Institutional Trust Company, as trustee (as successor-in-interest to GLAS Trust Company LLC), and Securities Transfer Corporation, as registrar (as successor-in-interest to GLAS Trust Company LLC), including the form of 5.50% Senior Note due 2026.(6)

 4.4

 Innovative Industrial Properties, Inc. Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.(7)

 10.1

 Agreement of Limited Partnership of IIP Operating Partnership, LP.(8)

 10.2+

 2016 Omnibus Incentive Plan.(8)

 10.3+

 Form of Restricted Stock Award Agreement for Officers.(9)

 10.4+

 Form of Restricted Stock Award Agreement for Directors.(9)

 10.5+

 Form of Restricted Stock Unit Award Agreement.(10)

 10.6+

 Form of 2021 Performance Share Unit Award Agreement.(11)

 10.6+

 Form of 2022 Performance Share Unit Award Agreement.(12)

 10.7+

 Form of Indemnification Agreement between Innovative Industrial Properties, Inc. and each of its Directors and Officers.(4)

 10.8+

 Severance and Change of Control Agreement dated as of January 18, 2017 among Innovative Industrial Properties, Inc., IIP Operating Partnership, LP and Alan Gold.(13)

 10.9+

 Severance and Change of Control Agreement dated as of January 18, 2017 among Innovative Industrial Properties, Inc., IIP Operating Partnership, LP and Paul Smithers.(13)

 10.10+

 Severance and Change of Control Agreement dated as of January 18, 2017 among Innovative Industrial Properties, Inc., IIP Operating Partnership, LP and Brian Wolfe.(13)

 10.11+

 Severance and Change of Control Agreement dated as of June 7, 2017 among Innovative Industrial Properties, Inc., IIP Operating Partnership, LP and Catherine Hastings.(14)

 10.12+

 Severance and Change of Control Agreement dated as of March 29, 2023 among Innovative Industrial Properties, Inc., IIP Operating Partnership, LP and David Smith.(15)

 10.13+

 Director Compensation Policy.(11)

 10.14+

 Innovative Industrial Properties, Inc. Nonqualified Deferred Compensation Plan.(16)

 10.15

 Registration Rights Agreement, dated as of May 25, 2021, among Innovative Industrial Properties, Inc., IIP Operating Partnership, LP, the Subsidiary Guarantors set forth on the signature page thereto and BTIG, LLC, as representative of the initial purchasers.(6)

 21.1*

 List of Subsidiaries of Innovative Industrial Properties, Inc.

 22.1

 List of Subsidiary Guarantors.(17)

 23.1*

 Consent of Independent Registered Public Accounting Firm.

 31.1**

 Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2**

 Certifications of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1*

 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 97.1*

 Innovative Industrial Properties, Inc. Compensation Recovery Policy.

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104**

 *
 Previously filed.

 **
 Filed herewith.

 +
 Indicates management contract or compensatory plan.

 (1)
 Incorporated by reference to Innovative Industrial Properties, Inc.'s Current Report on Form 8-K filed with the SEC
on January 23, 2023.

 (2)
 Incorporated herein by reference to Innovative Industrial Properties, Inc.'s Quarterly Report on Form 10-Q filed with
the SEC on August 6, 2020.

 (3)
 Incorporated by reference to Innovative Industrial Properties, Inc.'s Current Report on Form 8-K filed with the SEC
on December 8, 2022.

 (4)
 Incorporated by reference to Innovative Industrial Properties, Inc.'s Registration Statement on Form S-11, as amended
(File No. 333-214148), filed with the SEC on November 17, 2016.

 (5)
 Incorporated herein by reference to Innovative Industrial Properties, Inc.'s Current Report on Form 8-K filed with
the SEC on February 21, 2019.

 (6)
 Incorporated herein by reference to Innovative Industrial Properties, Inc.'s Current Report on Form 8-K filed with
the SEC on May 25, 2021.

 (7)
 Incorporated herein by reference to Innovative Industrial Properties, Inc.'s Annual Report on Form 10-K filed with the SEC on
February 26, 2021.

 (8)
 Incorporated by reference to Innovative Industrial Properties, Inc.'s Registration Statement on Form S-11, as amended
(File No. 333-214148), filed with the SEC on October 17, 2016.

 (9)
 Incorporated by reference to Innovative Industrial Properties, Inc.'s Registration Statement on Form S-8 (File No. 333-214919),
filed with the SEC on December 6, 2016.

 (10)
 Incorporated by reference to Innovative Industrial Properties, Inc.'s Current Report on Form 8-K filed with the SEC
on January 6, 2020.

 (11)
 Incorporated by reference to Innovative Industrial Properties, Inc.'s Current Report on Form 8-K filed with the SEC
on January 15, 2021.

 (12)
 Incorporated by reference to Innovative Industrial Properties, Inc.'s Current Report on Form 8-K filed with the SEC
on January 12, 2022.

 (13)
 Incorporated herein by reference to Innovative Industrial Properties, Inc.'s Current Report on Form 8-K filed with
the SEC on January 24, 2017.

 (14)
 Incorporated herein by reference to Innovative Industrial Properties, Inc.'s Current Report on Form 8-K filed with
the SEC on June 8, 2017.

 (15)
 Incorporated herein by reference to Innovative Industrial Properties, Inc.'s Current Report on Form 8-K filed with
the SEC on March 30, 2023.

 (16)
 Incorporated herein by reference to Innovative Industrial Properties, Inc.'s Current Report on Form 8-K filed with the SEC on
November 18, 2019.

 (17)
 Incorporated by reference to Innovative Industrial Properties, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on August
3, 2023.

 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, hereunto duly authorized.

 INNOVATIVE INDUSTRIAL PROPERTIES, INC.

 By:

 /s/ David Smith

 David Smith

 Chief Financial Officer and Treasurer

 (Principal Financial Officer)

 Dated August 30, 2024


false --12-31 FY 2023 0000763907

 0000763907

 2023-01-01
 2023-12-31

 0000763907

 2023-06-30

 0000763907

 2024-02-29

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, DC 20549

 FORM 10-K/A

 (Amendment No. 1)

 x 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 0-14237

 First United
Corporation

 (Exact name of registrant as specified in its charter)

 Maryland

 52-1380770

 (State or other jurisdiction of incorporation or organization)

 (I. R. S. Employer Identification No.)

 19 South Second Street, Oakland, Maryland

 21550-0009

 (Address of principal executive offices)

 (Zip Code)

 ( 800) 470-4356

 (Registrant's telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbols

 Name of each exchange on which registered

 Common Stock

 FUNC

 Nasdaq Stock Market

 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 x

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No x

 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 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 x 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 x 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 "accelerated filer", "large 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 x

 Smaller reporting company x

 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 Act). Yes No x

 The aggregate market value of the registrant's outstanding voting
and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the
average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second
fiscal quarter: $ 85,737,171.

 The number of shares of the registrant's common stock outstanding
as of February 29, 2024: 6,643,161.

 Documents Incorporated by Reference

 Portions of the registrant's
definitive proxy statement for the 2024 Annual Meeting of Shareholders to be filed with the SEC pursuant to Regulation 14A are incorporated
by reference into Part III of this Annual Report on Form 10-K.

 Auditor Name

 Auditor Firm ID

 Auditor Location

 Crowe LLP

 Washington, D.C.

 EXPLANATORY NOTE

 This
Amendment No. 1 on Form 10-K/A to the Annual Report of First United Corporation on Form 10-K for the year ended December 31,
2023, which was initially filed with the Securities and Exchange Commission (the "SEC") on March 15, 2024 (the "Original
Report"), is being filed to amend the Exhibit Index contained in Item 15 of Part IV of the Original Report to list as
Exhibit 3.2(ii) an amendment to First United Corporation's Amended and Restated Bylaws (the "Bylaw Amendment")
and to correct a typographical error in Exhibit 104. The Bylaw Amendment was filed as Exhibit 10.1 to First United Corporation's
Current Report on Form 8-K, filed with the SEC on December 21, 2023, but was inadvertently omitted from the Exhibit Index
included in the Original Report. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications
by First United Corporation's principal executive officer and principal financial officer are filed or furnished with this Amendment
No. 1 as Exhibits 31.1, 31.2, and 32.1.

 Except
as expressly provided above, this Amendment No. 1 on Form 10-K/A speaks as of the date of the Original Report and First United
Corporation has not updated the disclosures contained in any item thereof to speak as of a later date. All information contained
in this Amendment No. 1 on Form 10-K/A is subject to updating and supplementing as provided in First United Corporation's
reports filed with the SEC subsequent to the date on which the Original Report was filed.

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a)(1), (2) and (c) Financial
Statements.

 Reports of Independent Registered Public Accounting Firms

 Consolidated Statement of Financial
Condition as of December 31, 2023 and 2022

 Consolidated Statement of Income for
the years ended December 31, 2023 and 2022

 Consolidated Statement of Comprehensive
Income for the years ended December 31, 2023 and 2022

 Consolidated Statement of Changes in
Shareholders' Equity for the years ended December 31, 2023 and 2022

 Consolidated Statement of Cash Flows
for the years ended December 31, 2023 and 2022

 Notes to Consolidated Financial
Statements for the years ended December 31, 2023 and 2022

 (a)(3) and (b) Exhibits.

 The exhibits filed or furnished
with this annual report are listed in the following Exhibit Index.

 Exhibit

 Description

 3.1(i)

 Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to First United Corporation's Quarterly Report on Form 10-Q for the period ended June 30, 1998)

 3.1(ii)

 Articles of Amendment to Articles of Amendment and Restatement of First United Corporation (incorporated by reference to Exhibit 3.1 to First United Corporation's Current Report on Form 8-K filed on June 3, 2021)

 3.2(i)

 First United Corporation Bylaws, as Amended and Restated on November 17, 2021 (incorporated by reference to Exhibit 3.1 to First United Corporation's Current Report on Form 8-K filed on November 19, 2021)

 3.2(ii)

 First Amendment to Bylaws, as Amended and Restated on November 17, 2021 (incorporated by reference to Exhibit 3.1 to First United Corporation's Current Report on Form 8-K filed on December 21, 2023)

 4.1

 Certificate of Notice, including the Certificate of Designations incorporated therein, relating to the Fixed Rate Cumulative Perpetual Preferred Stock, Series A (incorporated by reference Exhibit 4.1 to First United Corporation's Form 8-K filed on February 2, 2009)

 4.2

 Sample Stock Certificate for Series A Preferred Stock for the Series A Preferred Stock (incorporated by reference Exhibit 4.3 to First United Corporation's Form 8-K filed on February 2, 2009)

 10.1

 First United Bank & Trust Amended and Restated Defined Benefit Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.1 to First United Corporation's Current Report on Form 8-K filed on February 1, 2019)

 10.2

 Form of Amended and Restated Participation Agreement under the Defined Benefit Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.2 to First United Corporation's Current Report on Form 8-K filed on February 1, 2019)

 10.3

 Form of Endorsement Split Dollar Agreement between the Bank and each of William B. Grant, Robert W. Kurtz, Jeannette R. Fitzwater, Phillip D. Frantz, Eugene D. Helbig, Jr., Steven M. Lantz, Robin M. Murray, Carissa L. Rodeheaver, and Frederick A. Thayer, IV (incorporated by reference to Exhibit 10.3 to First United Corporation's Quarterly Report on Form 10-Q for the period ended September 30, 2003)

 10.4

 Amended and Restated First United Corporation Executive and Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to First United Corporation's Current Report on Form 8-K filed on November 24, 2008)

 10.5

 Form of Amended and Restated First United Corporation Defined Contribution SERP Agreement (incorporated by reference to Exhibit 10.5 to First United Corporation's annual report on Form 10-K for the year ended December 31, 2019)

 10.6

 Amended and Restated First United Corporation Change in Control Severance Plan (incorporated by reference to Exhibit 10.5 to First United Corporation's Current Report on Form 8-K filed on June 23, 2008)

 10.7

 Amended and Restated Agreement Under the First United Corporation Change in Control Severance Plan, dated as of January 8, 2021 (incorporated by reference to Exhibit 10.1 to First United Corporation's Current Report on Form 8-K filed on January 8, 2021)

 10.8

 First United Corporation 2019 Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to First United Corporation's Current Report on Form 8-K filed on May 21, 2019)

 10.9

 First United Corporation Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to First United Corporation's Current Report on Form 8-K filed on March 16, 2020)

 10.10

 Appendix A to the First United Corporation Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 of the Corporation's Current Report on Form 8-K filed on March 15, 2022)

 10.11

 First United Corporation Short-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to First United Corporation's Current Report on Form 8-K filed on March 16, 2020)

 10.12

 Appendix A to the First United Corporation Short-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Corporation's Current Report on Form 8-K filed on March 15, 2022)*

 10.13

 Form of Restricted Stock Unit Award Agreement (Performance-Vesting) (incorporated by reference to Exhibit 10.1 to First United Corporation's Current Report on Form 8-K filed on March 27, 2020, Film No. 20747391)

 10.14

 Form of Restricted Stock Unit Award Agreement (Time-Vesting) (incorporated by reference to Exhibit 10.2 to First United Corporation's Current Report on Form 8-K filed on March 27, 2020, Film No. 20747391)

 10.15

 Stock Purchase Agreement, dated as of April 16, 2021, by and between First United Corporation and Driver Opportunity Partners I LP (incorporated by reference to Exhibit 10.1 to First United Corporation's Current Report on Form 8-K filed on April 19, 2021)

 10.16

 Cooperation and Settlement Agreement, dated as of April 16, 2021, by and between First United Corporation, Driver Opportunity Partners I LP and other parties named therein (incorporated by reference to Exhibit 10.2 to First United Corporation's Current Report on Form 8-K filed on April 19, 2021)

 1 9.1

 First United Corporation Insider Trading Policy **

 Subsidiaries **

 23.1

 Consent of Crowe LLP, Independent Registered Public Accounting Firm **

 31.1

 Certifications of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)

 31.2

 Certifications of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)

 32.1

 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act (furnished herewith)

 97.1

 Incentive Compensation Recovery Policy **

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *
 Portions of Exhibit 10.12, identified in brackets, were excluded because they were immaterial and
would have likely caused competitive harm to the Corporation if publicly disclosed. Such information will be disclosed in "Executive
Compensation" section of the 2024 Proxy Statement.

 **
 Filed with the Original Report

 SIGNATURES

 Pursuant to the requirements
of Section 13 or 15(d) 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.

 FIRST UNITED CORPORATION

 Date:

 September 10, 2024

 By:

 /s/ Carissa L. Rodeheaver

 Carissa L. Rodeheaver, CPA

 Chairman of the Board, President

 and Chief Executive Officer

 (Principal Executive Officer)

 Date:

 September 10, 2024

 By:

 /s/ Tonya K. Sturm

 Tonya K. Sturm,

 Senior Vice President and

 Chief Financial Officer,

 (Principal Financial Officer

 and Principal Accounting Officer)