Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No ☒
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No ☒
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes ☒ No
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes ☒ No
Indicate by check mark 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 the registrant's knowledge, in definitive proxy or other 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.
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 is a shell
company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No
The aggregate market value of voting and non-voting common
equity held by non-affiliates of the registrant, as of June 30, 2018, was approximately $60,384 based on the closing sales price
of the Class A Common Stock on such date.
As of April 24, 2019, there were 3,264,600 shares of Class
A Common Stock, and 1,500,000 shares of Class B Common Stock, outstanding.
This Amendment No. 1 on Form 10-K/A, or
Amendment, amends our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, originally filed with the Securities
and Exchange Commission (the “SEC”), on March 15, 2019 (the “Original Filing”). We are filing this Amendment
to include the information required by Part III and not included in the Original Filing. This Form 10-K/A amends the Original Filing
to include the information required by Part III of the Original Filing because the Company has not and will not file a definitive
proxy statement within 120 days after the end of its 2018 fiscal year. In addition, the reference on the cover of the Original
Filing to the incorporation by reference of our definitive proxy statement into Part III of the Original Filing is hereby deleted.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Form 10-K/A
amends Item 15 of Part IV of the Original Filing to include new certifications by our principal executive officer and principal
financial officer under Section 302 of the Sarbanes-Oxley Act of 2002.
Except as described above, no other changes
have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have
not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original
Filing. Accordingly, this Amendment should be read in conjunction with our filings with the SEC subsequent to the date of the Original
Filing.
This Form 10-K/A contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on management’s
expectations and are subject to certain factors, risks and uncertainties that may cause actual results, outcome of events, timing
and performance to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements
should be evaluated together with the many uncertainties that affect our business, particularly those mentioned in the Risk Factors
in Item 1A of our Original Filing and in our periodic reports on Form 10-Q and Form 8-K. We are not under any obligation, and we
expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future
events or otherwise. All subsequent forward-looking statements attributable to us or to any person acting on our behalf are expressly
qualified in their entirety by the cautionary statements contained or referred to in this section.
All references in this Form 10-K/A to
“we,” “us,” and “our” refer to Andover National Corporation, a Delaware corporation, and its
consolidated subsidiaries unless the context requires otherwise.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE
Board of Directors
Our
board of directors currently consists of five (5) members. The following table sets forth the names and ages of all of our executive
officers and directors. Our officers are appointed by, and serve at the pleasure of, the board of directors.
|
Name
|
|
Age
|
|
Position
|
|
Executive Officers
|
|
|
|
|
|
Peter A. Cohen
|
|
72
|
|
Executive Chairman
|
|
Daniel E. Schmerin
|
|
38
|
|
Chief Executive Officer and Director
|
|
Jeffrey C. Piermont
|
|
38
|
|
President, Chief Operating Officer, Secretary and
Director
|
|
|
|
|
|
|
|
Non-Employee Directors
|
|
|
|
|
|
Rehana S. Farrell
|
|
48
|
|
Director
|
|
Jules B. Kroll
|
|
77
|
|
Director
|
Biographical
information with respect to our executive officers and directors is provided below. There are no family relationships between any
of our executive officers or directors.
Peter
A. Cohen
, our Executive Chairman, has served as our Executive Chairman since February 2019. Mr. Cohen has served as Vice
Chairman of the board of directors of Scientific Games Corporation since September 2004 and as a member of the board of directors
of PolarityTE, Inc. since June 2018. Mr. Cohen previously served as Chairman of Cowen Inc. (formerly known as Cowen Group, Inc.),
a diversified financial services company, from 2009 through June 2018, and served as its Chief Executive Officer from 2009 through
December 2017. Mr. Cohen was a founding partner and principal of Ramius LLC, a private investment management firm formed in 1994
that acquired Cowen in late 2009. From 1990 to 1994, Mr. Cohen served as Chairman and Chief Executive Officer of Republic New
York Securities, as Vice Chairman of the board of directors of Republic New York Corporation, as well as a member of its executive
management committee. Mr. Cohen was Chairman and Chief Executive Officer of Shearson American Express from 1983 to 1990. Over
his career, Mr. Cohen also founded several companies, including RCG Longview (a real estate management business), Hale & Hearty
Soup (a New York-based quick service restaurant chain), Linkem S.p.A. (a wireless broadband company operating in Italy), and Omnitel
Pronto Italia (a cellular telephone company now operating as Vodafone in Italy). Mr. Cohen is currently a Trustee of Mount Sinai
Medical Center and has served on its board of directors for approximately thirty years. He earned a Bachelor of Science degree
from Ohio State University, and a Master of Business Administration degree from Columbia University.
Daniel E. Schmerin
,
our Chief Executive Officer, has served as our Chief Executive Officer and as a member of our board of directors since September
2018. Mr. Schmerin previously served as Director of Investment Research at Fairholme Capital Management, a value-oriented investment
firm, from 2011 until 2018. Prior to joining Fairholme, Mr. Schmerin served from 2004 to 2011 in various roles across the federal
government supporting Cabinet officials on economic policy and national security affairs, including as Chief Operating Officer
for the Public-Private Investment Program at the United States Treasury, Director for Preparedness Policy on the Homeland Security
Council within the Executive Office of the President at the White House, and Presidential Management Fellow in the Bureau of Economic
and Business Affairs at the U.S. Department of State. Mr. Schmerin earned a Bachelor of Arts degree, magna cum laude, from the
University of Pennsylvania. He subsequently earned a Master of Science degree with distinction from the London School of Economics,
and a Master of Arts degree with highest honors from Georgetown University.
Jeffrey C.
Piermont
, our President, Chief Operating Officer and Secretary, has served as our Chief Executive Officer and as a member of
our board of directors since September 2018. Mr. Piermont previously served as President and Chief Operating Officer of
Boulderado Group LLC (“Boulderado”), a private investment firm, from 2010 until 2018. In addition to his
responsibilities at Boulderado, Mr. Piermont concurrently served from 2015 to 2017 in a variety of roles – including
Chief Administrative Officer, Secretary, Treasurer, and Principal – at Boston Omaha Corporation (NASDAQ: BOMN), a
publicly traded holding company controlled in part by Boulderado. Prior to joining Boulderado, Mr. Piermont worked at
Alternative Investment Management (AIM13) from 2006 to 2010 as an Investment Professional focused on the firm’s
portfolio of hedge fund investments. Earlier in his career, Mr. Piermont served as an Assistant Vice President at Merrill
Lynch in New York from 2004 to 2006, and as an Analyst in Citigroup’s Corporate Strategy and Finance Group within their
Global Wealth Management Business (Smith Barney) from 2003 to 2004. Mr. Piermont earned a Bachelor of Science degree in
accounting and a Bachelor of Science degree in finance from Syracuse University.
Rehana
S. Farrell
joined our board of directors in February 2019. Ms. Farrell currently serves as the Executive Director
of Youth INC, a charitable organization dedicated to transforming the lives of children in New York City. Prior to joining Youth
INC in 2015, Ms. Farrell served as Chief Operating Officer at Cain Hoy Enterprises, a private equity firm in New York City that
she helped form in 2014. She previously served as Chief Administrative Officer at Guggenheim Investments from 2012 to 2014, in
a variety of global financial and operating roles at Merrill Lynch from 2004 to 2011, at Smith Barney in Strategy and Finance from
2003 to 2004, as a consultant at Booz Allen Hamilton in 1998, and at Prudential Financial from 1992 to 2003. Ms. Farrell earned
a Bachelor of Arts degree from Smith College and a Master of Business Administration degree from Columbia University.
Jules
B. Kroll
joined our board of directors in February 2019. Mr. Kroll currently serves as the Chairman of Kroll Bond
Rating Agency. In 1972, he established Kroll Associates Inc, the prototype of a professional services firm dedicated to mitigating
risk. His firm, which he sold to Marsh & McLennan Companies in 2004, ultimately reached annual revenues of $1 billion. Mr.
Kroll was named “Entrepreneur of the Year” by his alma mater Cornell University in 2003 and was honored with the U.S.
Entrepreneurial Award by British American Business Inc. in 2002. He is a member of the board of directors of the Managed Funds
Association and currently serves as board president of the John Jay College of Criminal Justice Foundation. Mr. Kroll received
a Bachelor of Arts degree from Cornell University and a Juris Doctor from Georgetown University Law Center.
Director Independence
The
market where the Company is listed does not have listing rules which requires the Company to have a board comprised of a majority
of independent directors or separate committees comprised of independent directors. We use the definition of “independence”
under the Nasdaq Rules, as applicable and as may be modified or supplemented from time to time and the interpretations thereunder,
to determine if the members of our board of directors are independent. In making this determination, our board of directors considers,
among other things, transactions and relationships between each director and his immediate family and us, including those reported
in this Amendment under the caption “Certain Relationships and Related Transactions.” The purpose of this review is
to determine whether any such relationships or transactions are material and, therefore, inconsistent with a determination that
the directors are independent. On the basis of such review and its understanding of such relationships and transactions, our board
of directors has determined that Rehana S. Farrell and Jules B. Kroll
are “independent directors”.
The
Board of Directors will continually assess its size, structure and composition, taking into consideration its current strengths,
skills and experience, and the requirements and strategic direction of the Company. As required, the board of directors will seek
out and recommend suitable candidates for consideration as members of the board or directors.
Board of Directors Meetings and Committees
Various items were reviewed
and approved by the Board of Directors via unanimous written consent during 2017 but the Board did not hold any in-person meetings
in 2017. In 2018, the Board held one in-person meeting which was attended by all members of the Board.
We do not have any committees
of our board of directors. Because of the lack of financial resources available to us, we also do not have an “audit committee
financial expert” as such term is described in Item 401 of Regulation S-K promulgated by the SEC.
Section 16(a) Beneficial Ownership Reporting
Compliance
We are required to identify
each person who was an officer, director or beneficial owner of more than 10% of our registered equity securities during our most
recent fiscal year and who failed to file on a timely basis reports required by Section 16(a) of the Exchange Act.
During the fiscal year
ended December 31, 2018, based solely upon a review of such materials as are required by the SEC, no officer, director or beneficial
holder of more than ten percent of our issued and outstanding shares of Common Stock failed to timely file with the SEC any form
or report required to be so filed pursuant to Section 16(a) of the Exchange Act.
Code of Ethics
The Company expects that
its Officers and Directors will maintain appropriate standards of honesty and ethical conduct in connection with the performance
of their duties on behalf of the Company. In recognition of this expectation, the Company has adopted a Code of Ethics. The purpose
of this Code of Ethics is to codify standards the Company believes are reasonably necessary to deter wrongdoing and to promote
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional
relationships and full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with,
or submits to, the SEC, or other regulatory bodies and in other public communications made by the Company.
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The following
table summarizes the total compensation for the two fiscal years ended December 31, 2018 to (1) Daniel Schmerin, who has
served as our Chief Executive officer since September 2018, (2) Mary Foster, our former Chief Executive Officer, and (3)
Jeffrey C. Piermont, our President, Chief Operating Officer and Secretary, who are all of our named executive officers as of December
31, 2018. We did not award any stock options or non-equity incentive plan compensation to any named executive officer during
the two years ended December 31, 2018, thus these items are omitted from the table below:
|
Summary Compensation Table
|
|
Name and Principal Position
|
|
Year
|
|
Salary
|
|
Stock Awards
|
|
All Other Compensation
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel E. Schmerin
|
|
|
2018
|
|
|
$
|
50,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50,000
|
|
|
Chief Executive Officer
|
|
|
2017
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey C. Piermont
|
|
|
2018
|
|
|
$
|
50,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50,000
|
|
|
President, Chief Operating Officer and Secretary
|
|
|
2017
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mary Foster
|
|
|
2018
|
|
|
$
|
6,067
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,067
|
|
|
Former Chief Executive Officer
|
|
|
2017
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Narrative Disclosure to Summary Compensation
Table
Daniel E. Schmerin and Jeffrey C. Piermont
On January 9, 2019, we
entered into employment agreements (“Employment Agreements”) effective as of November 1, 2018, with each of Daniel
E. Schmerin and Jeffrey C. Piermont ( “Executives”) for an initial term expiring on December 31, 2020, and subject
to automatic renewal for successive one-year terms thereafter unless previous notice of termination is provided. The Employment
Agreements provide for initial base salaries of $300,000 for Messrs. Schmerin and Piermont, as well as annual bonuses in amounts
to be determined by the board of directors or a committee thereof, based on the achievement of specific objectives. In addition,
pursuant to his Employment Agreement, Mr. Schmerin is entitled to receive a monthly stipend of $3,500, which stipend may be terminated
by the us at any time upon written notice, and it is expected that we will terminate Mr. Schmerin’s entitlement to the monthly
stipend once we have made a group health insurance plan available to our employees.
In the event the Employment
Agreements are terminated for any reason other than for “Cause,” death or “Disability” or by the Executives
for “Good Reason,” (each as defined in their respective Employment Agreement), subject to the execution and effectiveness
of a separation agreement and release, the respective Executive shall be entitled to receive as severance a lump sum cash payment
in an amount equal to: (i) the greater of (x) the amount which would have been payable to the Executive as base salary through
the remainder of the term up to a maximum of eighteen (18) months of base salary; and (y) an amount equal to four (4) months of
the Executive’s then effective base salary for each full year of service completed by the Executive, up to a maximum of twelve
(12) months of base salary; plus (ii) the amount of any awarded but unpaid annual bonus in respect of the year preceding the year
the Executive’s employment terminates; plus (iii) target incentive compensation communicated to the Executive under any management
incentive plan then in effect during the year (or fiscal year) in which the termination takes place, pro-rated to account for the
percentage of time the Executive was actively employed during the period used to measure performance for the purpose of determining
incentive awards under such plan. In addition, the Executive shall be entitled to receive up to twelve (12) months payment of COBRA
for continued health care benefits.
The Executives have also
entered into an inventions assignment, non-solicitation, and non-competition agreement that applies during the term of the respective
Executive’s employment and for twelve (12) months thereafter.
Outstanding Equity Awards at Fiscal Year-End
Our named executive officers
did not have any unexercised options or stock awards that have not vested outstanding at the end of our last fiscal year. Additionally,
we did not grant any equity awards to our named executive officers or directors during 2017 or 2018.
Pension Benefits
We do not have any qualified or nonqualified
defined benefit plans.
Nonqualified Deferred Compensation
We do not have any nonqualified defined contribution
plans or other deferred compensation plans.
Director Compensation
Although we anticipate
compensating the members of our board of directors in the future at industry levels, current members are not paid cash compensation
for their service as directors. Each director may be reimbursed for certain expenses incurred in attending board of directors and
committee meetings.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
As of December 31, 2018, we did not have any
equity compensation plans.
In February 2019, in connection with the Company’s
reincorporation merger in Delaware, the Company assumed the Andover National Corporation 2019 Equity Incentive Plan (the “Plan”).
The terms of the Plan provide for the grant of stock options, restricted and unrestricted stock awards and other stock-based awards
to certain employees, directors, and consultants. Stock options may be granted under the Plan with an exercise price not less than
100% of the fair market value of the common stock on the date of grant. Stock options under the Plan may be granted with terms
of up to ten years. 1,000,000 shares of the Company’s Class A Common Stock will be initially reserved for issuance under
the Plan. Additionally, the number of shares of Class A Common Stock that may be issued under the Plan automatically increase on
each January 1, beginning with January 1, 2020, and continuing until January 1, 2029 by an amount equal to the lesser of (i) 5%
of the number of outstanding shares of Class A Common Stock on that date and (ii) a lesser amount determined by he board of directors;
provided, however, that no more than 7,250,000 shares of Class A Common Stock will be issued under the Plan as incentive stock
options.
Security Ownership of Certain Beneficial
Owners and Management
The following table sets forth information
regarding shares of our Class A Common Stock beneficially owned as of April 15, 2019 by: (i) each of our officers and directors;
(ii) all officers and directors as a group; and (iii) each person known by us to beneficially own five percent or more of the
outstanding shares of its common stock. Beneficial ownership is determined in accordance with the rules of the SEC and includes
voting or investment power with respect to the securities. We deem shares of Common Stock that may be acquired by an individual
or group within 60 days of April 15, 2019 pursuant to the exercise of options or warrants to be outstanding for the purpose of
computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing
the percentage ownership of any other person shown in the table. Except as indicated in footnotes to this table, we believe that
the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to
be beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership is based on 3,264,600
shares of Class A Common Stock outstanding on April 15, 2019.
|
Shareholders
|
|
Shares
|
|
Percentage
|
|
5 percent or more beneficial owners
|
|
|
|
|
|
|
|
|
|
George S. Blumenthal
(1)
|
|
|
684,820
|
|
|
|
21.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Directors and Executive Officers
|
|
|
|
|
|
|
|
|
|
Daniel E. Schmerin
(2)
|
|
|
1,094,820
|
|
|
|
29.1
|
%
|
|
Jeffrey Piermont
(3)
|
|
|
1,094,820
|
|
|
|
29.1
|
%
|
|
Peter A. Cohen
(4)
|
|
|
1,284,820
|
|
|
|
34.1
|
%
|
|
Rehana S. Farrell
|
|
|
—
|
|
|
|
—
|
|
|
Jules B. Kroll
|
|
|
—
|
|
|
|
—
|
|
|
All Officers and Directors as a Group
(5)
|
|
|
3,474,460
|
|
|
|
72.9
|
%
|
_______________
|
|
(1)
|
Consists of (a) 584,820 shares of Class A Common Stock held by the Blumenthal Family Investment
Joint Venture L.P., and (b) 100,000 shares of Class A Common Stock held by George S. Blumenthal.
|
|
|
(2)
|
Consists of (a) 594,820 shares of Class A Common Stock and (b) 500,000 shares of Class B Common
Stock convertible into 500,000 shares of Class A Common Stock. All shares of Class A Common Stock and Class B Common Stock are
held by Windber National LLC. Daniel E. Schmerin, our Chief Executive Officer and a member of our board of directors, is the sole
member of Windber National LLC and may be deemed to share voting and investment power over the shares held by Windber National
LLC.
|
|
|
(3)
|
Consists of (a) 594,820 shares of Class A Common Stock and (b) 500,000 shares of Class B Common
Stock convertible into 500,000 shares of Class A Common Stock.
|
|
|
(4)
|
Consists of (a) 784,820 shares of Class A Common Stock and (b) 500,000 shares of Class B Common
Stock convertible into 500,000 shares of Class A Common Stock. All shares of Common Stock and Preferred Stock are held by The Peter
A. Cohen Revocable Trust. Peter A. Cohen is the sole trustee of The Peter A. Cohen Revocable Trust and may be deemed to share voting
and investment power over the shares held by The Peter A. Cohen Revocable Trust.
|
|
|
(5)
|
See footnotes (2) through (4).
|
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE.
Certain Relationships and Related Transactions
|
|
·
|
On July 1, 2017, our predecessor company, Edgar
Express, Inc. (“Edgar Express”), issued 100,000 shares of common stock to Brandon Pehrson, a director of the Company,
for services rendered to the Company as a member of the board of directors.
|
|
|
·
|
On July 14, 2017, Edgar Express issued 25,000
shares of common stock to Kaycee Dunfield, the spouse of Brandon Pehrson, in exchange for $500 cash.
|
|
|
·
|
On July 14, 2017, Edgar Express issued 25,000
shares of common stock to Robert Foster, the spouse of Mary Foster, in exchange for $500 cash.
|
|
|
·
|
On September 25, 2018, Edgar Express issued
(a) Class A warrants to purchase 1,250,000 shares of common stock (the “Original Class A Warrants”) and (b) Class B
warrants to purchase 1,250,000 shares of common stock (the “Original Class B Warrants”, and together with the Original
Class A Warrants, the “Original Warrants”), to each of Jeffrey C. Piermont, The Peter A. Cohen Revocable Trust, and
Windber National LLC. On December 28, 2018, the Company and each of Mr. Piermont, The Peter A. Cohen Revocable Trust, and Windber
National LLC agreed to amend and restate the Original Warrants to, among other things, (a) change the classification of each Original
Class A Warrant to now be referred to as a Class W-1 Warrant (the “Class W-1 Warrants”) and each Original Class B Warrant
to now be referred to as a Class W-2 Warrant (the “Class W-2 Warrants”, and together with the Class W-1 Warrants, the
“Amended and Restated Warrants”), (b) clarify language contained in the Amended and Restated Warrants in order to maintain
equity treatment of the Amended and Restated Warrants and thus avoid the burden of derivative liability accounting, (c) reduce
the number of shares underlying each Class W-1 Warrant and Class W-2 Warrant to (i) 225,000 shares of common stock for Blumenthal
Family Investment Joint Venture, L.P. and (ii) 450,000 shares of common stock for each of Jeffrey C. Piermont, The Peter A. Cohen
Revocable Trust, and Windber National LLC, and (d) increase the exercise price of each Class W-1 Warrant to $12.50 and each Class
W-2 Warrant to $15.00.
|
|
|
·
|
As discussed above, on January 9, 2019, we
entered into the Employment Agreements with Messrs. Schmerin and Piermont. See “Executive Compensation — Narrative
Disclosure to Summary Compensation Table
— Daniel E. Schmerin and Jeffrey C. Piermont.”
|
|
|
·
|
On March 26, 2019, we entered into separate
subscription agreements (the “March 26 Agreements”), each at an offering price of $10.00 per share, with Jeffrey C.
Piermont, the Chief Operating Officer, President and Secretary of the Company, for 10,000 shares of Class A Common Stock in exchange
for $100,000 cash; Windber National LLC, controlled by Daniel Schmerin, the Company’s Chief Executive Officer and Director,
for 10,000 shares of Class A Common Stock in exchange for $100,000 cash; and the Peter A. Cohen Revocable Trust, controlled by
Peter A. Cohen, the Executive Chairman of the Company, for 200,000 shares of Class A Common Stock in exchange for $2,000,000 cash.
|
|
|
·
|
On March 29, 2019, we entered into separate
subscription agreements (the “March 29 Agreements”), each at an offering price of $10.00 per share with Dafna Schmerin,
the mother of Daniel Schmerin, for 25,000 shares of Class A Common Stock in exchange for $250,000 cash; Michael Piermont, the brother
of Jeffrey C. Piermont, for 1,500 shares of Class A Common Stock in exchange for $15,000 cash; and Jonathan Schmerin, the brother
of Daniel Schmerin, for 2,500 shares of Class A Common Stock in exchange for $25,000 cash.
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Director Independence
See
“Directors, Executive Officers and Corporate Governance —Director Independence” above.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table sets
forth fees paid to our current independent registered public accounting firm, MaloneBailey, LLP, for the years ended December 31,
2018 and 2017.
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|
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2018
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2017
|
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Audit Fees (1)
|
|
$
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22,500
|
|
|
$
|
—
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|
|
Audit Related Fees (2)
|
|
|
|
|
|
|
—
|
|
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Tax Fees(3)
|
|
|
|
|
|
|
—
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|
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All Other Fees(4)
|
|
|
|
|
|
|
—
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|
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Total Fees
|
|
$
|
22,500
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|
|
$
|
—
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(1) Audit Fees include fees for services rendered
for the audit of our annual financial statements, the review of financial statements included in our quarterly reports on Form
10-Q, assistance with and review of documents filed with the SEC and consents and other services normally provided in connection
with regulatory filings.
(2) Audit-Related Fees would include fees
incurred for due diligence in connection with potential transactions and accounting consultations. There were no audit-related
fees incurred with MaloneBailey, LLP in 2018 and 2017.
(3) Tax Fees would include fees for services
rendered for tax compliance, tax advice, and tax planning. There were no tax fees incurred with MaloneBailey, LLP in 2018 and 2017.
(4) All Other Fees would include fees that
do not constitute Audit Fees, Audit-Related Fees, or Tax Fees. There were no other fees incurred with MaloneBailey, LLP in 2018
and 2017.