Amended Annual Report (10-k/a)
June 18 2019 - 2:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment
No.1)
(Mark
One)
☒ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year
Ended
December 31,
2018
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
000-26361
GLOBAL DIGITAL SOLUTIONS, INC.
(Exact name of
registrant as specified in its charter)
New
Jersey
|
22-3392051
|
(State or other
jurisdiction
of incorporation or
organization)
|
(I.R.S.
Employer
Identification
No.)
|
777 South Flagler Drive, Suite 800 West Tower, West Palm Beach, FL
33401
(Address of
principal executive offices) (Zip Code)
(561) 515-6163
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title of Each
Class
|
Name of each
exchange on which registered
|
None
|
N/A
|
Securities
registered pursuant to section 12(g) of the Act:
Shares of common stock with a par value of $0.001
(Title of
class)
Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act. Yes ☐ No
☒
Indicate by check
mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes ☐ No
☒
Indicate by check
mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes
[X] No [ ]
Indicate by check
mark whether the registrant has submitted electronically and posted
on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted 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 and post such files). Yes [ ] No
[X]
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
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. [ ]
Large accelerated
filer
|
☐
|
Accelerated
filer
|
☐
|
Non-accelerated
filer
|
☐
|
Smaller reporting
company
|
☒
|
(Do not check if a
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 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 the 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
was $895,040.
(APPLICABLE ONLY TO
CORPORATE REGISTRANTS)
The number of
shares outstanding of each of the registrant’s classes of
common stock, as of the latest practicable date, was 579,525,814
shares of common stock as of June 14, 2019.
DOCUMENTS
INCORPORATED BY REFERENCE
None.
Explanatory Note
The
purpose of the Amendment No. 1 on Form 10–K/A to CEL-SCI
CORPORATION’s annual report of Form 10–K for the period
ended December 31, 2018, filed with the Securities and Exchange
Commission on June 18, 2019 (the “Form 10–Q”), is
solely to furnish Exhibit 101 to the Form 10–K in accordance
with Rule 405 of Regulation S–T.
No
other changes have been made to the Form 10–K. This Amendment
No. 1 speaks as of the original filing date of the Form 10–K,
does not reflect events that may have occurred subsequent to the
original filing date and does not modify or update in any way
disclosures made in the original Form
10–K.
PART
IV
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibit
Number
|
Description
|
(2)
|
Plan
of acquisition, reorganization, arrangement, liquidation or
succession
|
|
Purchase Agreement
with Bronco Communications, LLC dated January 1, 2012 (incorporated
by reference to our Form 10 filed on August 8, 2013)
|
|
Amendment to
Purchase Agreement with Bronco Communications, LLC dated October
15, 2012 (incorporated by reference to our Form 10 filed on August
8, 2013)
|
|
Agreement of Merger
and Plan of Reorganization with Airtronic USA, Inc dated October
2012 (incorporated by reference to our Form 10 filed on August 8,
2013)
|
|
First Amendment to
Agreement of Merger and Plan of Reorganization with Airtronic, USA,
Inc dated August 5, 2013 (incorporated by reference to our Form 10
filed on August 8, 2013)
|
|
Equity Purchase
Agreement with Brian A. Dekle, John Ramsey, GDSI Acquisition
Corporation, Global Digital Solutions, Inc., and North American
Custom Specialty Vehicle, LLC dated June 16, 2014 (incorporated by
reference to our Current Report on Form 8-K filed on June 19,
2014)
|
|
Share Purchase and
Sale Agreement with Global Digital Solutions, Inc., Grupo Rontan
Electro Metalurgica, S.A., Joao Alberto Bolzan and Jose Carlos
Bolzan dated October 8, 2015 (incorporated by reference to our
Current Report on Form 8-K filed on October 19, 2015)
|
(3)
|
(i)
Articles of Incorporation; and (ii) Bylaws
|
|
Certificate of
Incorporation dated August 28, 1995 (incorporated by reference to
our Form 10 filed on August 8, 2013)
|
|
Articles of Merger
dated March 18, 2004 (incorporated by reference to our Form 10
filed on August 8, 2013)
|
|
Certificate of
Amendment to the Certificate of Incorporation dated August 06, 2013
(incorporated by reference to our Form 10 filed on August 8,
2013)
|
|
Bylaws dated August
28, 1995 (incorporated by reference to our Form 10 filed on August
8, 2013)
|
|
Certificate of
Amendment to Certificate of Incorporation dated July 7, 2014
(incorporated by reference to our Current Report on Form 8-K filed
on July 30, 2014)
|
|
Certificate of
Amendment to Certificate of Incorporation dated May 18, 2015
(incorporated by reference to our Current Report on Form 8-K filed
on May 20, 2015)
|
(10)
|
Material
Agreements
|
|
Debtor in
Possession Note Purchase Agreement with Airtronic USA, Inc. dated
October 22, 2012 (incorporated by reference to our Form 10 filed on
August 8, 2013)
|
|
Secured Promissory
Note with Airtronic USA, Inc. dated October 22, 2012 (incorporated
by reference to our Form 10 filed on August 8, 2013)
|
|
Security Agreement
with Airtronic USA, Inc. dated October 22, 2012 (incorporated by
reference to our Form 10 filed on August 8, 2013)
|
|
Bridge Loan
Modification and Ratification Agreement with Airtronic USA, Inc.
dated March 2013 (incorporated by reference to our Form 10 filed on
August 8, 2013)
|
|
Second Bridge Loan
Modification and Ratification Agreement with Airtronic USA, Inc.
dated August 5, 2013 (incorporated by reference to our Form 10
filed on August 8, 2013)
|
|
Secured Promissory
Note with Airtronic USA, Inc. dated August 5, 2013 (incorporated by
reference to our Form 10 filed on August 8, 2013)
|
|
Intellectual
Property Security Agreement with an individual dated August 5, 2013
(incorporated by reference to our Form 10 filed on August 8,
2013)
|
|
Promissory Note
Purchase Agreement with Bay Acquisition, LLC dated December 2012
(incorporated by reference to our Form 10 filed on August 8,
2013)
|
|
Secured Promissory
Note with an individual dated December 2012 (incorporated by
reference to our Form 10 filed on August 8, 2013)
|
|
Security Agreement
with Bay Acquisition, LLC dated December 2012 (incorporated by
reference to our Form 10 filed on August 8, 2013)
|
|
Warrant to Purchase
Common Stock with an individual dated December 2012 (incorporated
by reference to our Form 10 filed on August 8, 2013)
|
|
Amendment to
Promissory Note Agreement with an individual dated May 6, 2013
(incorporated by reference to our Form 10 filed on August 8,
2013)
|
|
Subscription
Agreement and Securities Purchase Agreement (incorporated by
reference to our Form 10 filed on August 8, 2013)
|
|
Form of
Indemnification Agreement (incorporated by reference to our Form 10
filed on August 8, 2013)
|
|
Secured Promissory
Note with Airtronic USA, Inc. dated October 10, 2013 (incorporated
by reference to our Annual Report on Form 10-K filed on March 28,
2014)
|
|
Third Bridge Loan
Modification and Ratification Agreement with Airtronic USA, Inc.
dated October 10, 2013 (incorporated by reference to our Annual
Report on Form 10-K filed on March 28, 2014)
|
|
Investment Banking
Agreement with Midtown Partners & Co, LLC dated October 16,
2013 (incorporated by reference to our Annual Report on Form 10-K
filed on March 28, 2014)
|
10.18
|
Addendum to
Investment Bank Agreement with Midtown Partners & Co, LLC dated
October 16, 2013 (incorporated by reference to our registration
statement on Form S-1 filed on August 5, 2014)
|
|
2014 Equity
Incentive Plan dated May 19, 2014 (incorporated by reference to our
registration statement on Form S-1 filed on August 5,
2014)
|
|
Online Virtual
Office Agreement dated August 19, 2013 (incorporated by reference
to our registration statement on Form S-1 filed on August 5,
2014)
|
|
Restricted Stock
Unit Agreement with Stephen L. Norris dated August 25, 2014
(incorporated by reference to our Current Report on Form 8-K/A
filed on August 25, 2014)
|
|
Securities Purchase
Agreement with Charter 804CS Solutions, Inc dated December 8, 2014
(incorporated by reference to our Current Report on Form 8-K filed
on December 12, 2014)
|
|
Convertible
Redeemable Note with Charter 804CS Solutions, Inc dated December 8,
2014 (incorporated by reference to our Current Report on Form 8-K
filed on December 12, 2014)
|
|
First Amendment to
Convertible Redeemable Note with Charter 804CS Solutions, Inc dated
February 4, 2015 (incorporated by reference to our Current Report
on Form 8-K filed on February 9, 2015)
|
|
Securities Purchase
Agreement with an individual dated December 8, 2014 (incorporated
by reference to our Current Report on Form 8-K filed on December
12, 2014)
|
|
Convertible
Redeemable Note with an individual dated December 8, 2014
(incorporated by reference to our Current Report on Form 8-K filed
on December 12, 2014)
|
10.27
|
First Amendment to
Convertible Redeemable Note dated February 4, 2015 (incorporated by
reference to our Current Report on Form 8-K filed on February 4,
2014)
|
|
Securities Purchase
Agreement with LG Capital Funding, LLC dated January 16, 2015
(incorporated by reference to our Current Report on Form 8-K filed
on January 20, 2015)
|
10.29
|
Convertible
Redeemable Note with LG Capital Funding, LLC dated January 16, 2015
(incorporated by reference to our Current Report on Form 8-K filed
on January 20, 2015)
|
|
Convertible Note
with JSJ Investments Inc. dated January 26, 2015 (incorporated by
reference to our Current Report on Form 8-K filed on January 30,
2015)
|
|
Securities Purchase
Agreement with Adar Bays, LLC dated January 26, 2015 (incorporated
by reference to our Current Report on Form 8-K filed on January 30,
2015)
|
|
Convertible
Redeemable Note with Adar Bays dated January 26, 2015 (incorporated
by reference to our Current Report on Form 8-K filed on January 30,
2015)
|
|
Convertible Note
with JMJ Financial dated January 26, 2015 (incorporated by
reference to our Current Report on Form 8-K filed on January 30,
2015)
|
|
Convertible Note
with Vista Capital Investments, LLC dated February 4, 2015
(incorporated by reference to our Current Report on Form 8-K filed
on February 9, 2015)
|
|
Securities Purchase
Agreement with KBM Worldwide, Inc dated February 17, 2015
(incorporated by reference to our Current Report on Form 8-K filed
on February 24, 2015)
|
|
Convertible
Promissory Note with KBM Worldwide, Inc dated February 17, 2015
(incorporated by reference to our Current Report on Form 8-K filed
on February 24, 2015)
|
|
Securities Purchase
Agreement with EMA Financial, LLC dated February 19, 2015
(incorporated by reference to our Current Report on Form 8-K filed
on February 24, 2015)
|
|
Convertible Note
with EMA Financial, LLC dated February 19, 2015 (incorporated by
reference to our Current Report on Form 8-K filed on February 24,
2015)
|
|
Note Purchase
Agreement with Tangiers Investment Group, LLC dated March 8, 2015
(incorporated by reference to our Current Report on Form 8-K filed
on March 13, 2015)
|
|
Convertible
Promissory Note with Tangiers Investment Group, LLC dated March 8,
2015 (incorporated by reference to our Current Report on Form 8-K
filed on March 13, 2015)
|
|
Non-Exclusive
Agreement with Carter, Terry & Company dated December 18, 2014
(incorporated by reference to our Annual Report on Form 10-K filed
on March 30, 2015)
|
10.42
|
Securities Purchase
Agreement with VIS Vires Group, Inc. dated April 3, 2015
(incorporated by reference to our Quarterly Report on Form 10-Q
filed on May 14, 2015)
|
10.43
|
Convertible
Promissory Note with VIS Vires Group, Inc. dated April 3, 2015
(incorporated by reference to our Quarterly Report on Form 10-Q
filed on May 14, 2015)
|
|
Revenue Based
Factoring Agreement with Power Up dated October 1, 2015
(incorporated by reference to our Current Report on Form 8-K filed
on October 5, 2015)
|
|
Security Agreement
and Guarantee with Power Up dated October 1, 2015 (incorporated by
reference to our Current Report on Form 8-K filed on October 5,
2015)
|
|
Revenue Based
Factoring Agreement with Power Up dated October 23, 2015
(incorporated by reference to our Current Report on Form 8-K filed
on November 5, 2015)
|
|
Security Agreement
and Guarantee with Power Up dated October 23, 2015 (incorporated by
reference to our Current Report on Form 8-K filed on November 5,
2015)
|
|
Settlement
Agreement with an individual dated July 27, 2017 (incorporated by
reference to our December 31, 2015 Annual Report on Form 10-K filed
on May 31, 2018)
|
|
Settlement
Agreement with Power Up Lending Group, Ltd. dated December 21, 2017
(incorporated by reference to our December 31, 2015 Annual Report
on Form 10-K filed on May 31, 2018)
|
|
Repayment Agreement
with JMJ Financial dated December 13, 2017 (incorporated by
reference to our December 31, 2015 Annual Report on Form 10-K filed
on May 31, 2018)
|
|
Convertible Note
Redemption Agreement dated December 12, 2017 (incorporated by
reference to our December 31, 2015 Annual Report on Form 10-K filed
on May 31, 2018)
|
|
Exchange/Conversion
Agreement with an individual dated August 15, 2016 (incorporated by
reference to our December 31, 2015 Annual Report on Form 10-K filed
on May 31, 2018)
|
|
Promissory Note
with Dragon Acquisitions dated August 31, 2017 (incorporated by
reference to our December 31, 2015 Annual Report on Form 10-K filed
on May 31, 2018)
|
|
Stock Purchase
Agreement with Empire Relations Group, Inc. dated August 16, 2017
(incorporated by reference to our December 31, 2015 Annual Report
on Form 10-K filed on May 31, 2018)
|
|
Prepaid Forward
Purchase Agreement with Boies Schiller Flexner LLP dated December
22, 2017 (incorporated by reference to our December 31, 2015 Annual
Report on Form 10-K filed on May 31, 2018)
|
10.56
|
Demand Promissory
Note with Vox Business Trust, LLC dated December 19, 2017
(incorporated by reference to our December 31, 2015 Annual Report
on Form 10-K filed on May 31, 2018)
|
|
Demand
Promissory Note with RLT Consulting, Inc. dated December 26, 2017
(incorporated by reference to our Quarterly Report on Form 10-Q
filed on June 13, 2018)
|
|
Promissory
Note with an individual dated May 1, 2018 (incorporated by
reference to our Quarterly Report on Form 10-Q filed on June 13,
2018)
|
|
Investment
Return Purchase Agreement with an individual dated May 15, 2018
(incorporated by reference to our Quarterly Report on Form 10-Q
filed on June 13, 2018)
|
(31)
|
Rule
13a-14(a)/15d-14(a) Certifications
|
|
Section 302
Certification under the Sarbanes-Oxley Act of 2002 of the Principal
Executive Officer
|
|
Section 302
Certification under the Sarbanes-Oxley Act of 2002 of the Principal
Financial Officer and Principal Accounting Officer
|
(32)
|
Section
1350 Certifications
|
|
Section 906
Certification under the Sarbanes-Oxley Act of 2002 of the Chief
Executive Officer
|
|
Section 906
Certification under the Sarbanes-Oxley Act of 2002 of the Principal
Accounting Officer
|
(101)*
|
Interactive
Data Files
|
101.INS
|
XBRL
Instance Document
|
101.SCH
|
XBRL Taxonomy
Extension Schema Document
|
101.CAL
|
XBRL Taxonomy
Extension Calculation Linkbase Document
|
101.DEF
|
XBRL Taxonomy
Extension Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy
Extension Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy
Extension Presentation Linkbase Document
|
*
|
Filed herewith.
|
|
|
**
|
Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the
Interactive Data Files on Exhibit 101 hereto are deemed not filed
or part of any registration statement or prospectus for purposes of
Sections 11 or 12 of the Securities Act of 1933, are deemed not
filed for purposes of Section 18 of the Securities and Exchange Act
of 1934, and otherwise are not subject to liability under those
sections.
|
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.
|
GLOBAL
DIGITAL SOLUTIONS, INC.
|
|
|
|
|
|
Date: June 18,
2019
|
By:
|
/s/ William J.
Delgado
|
|
|
|
William J.
Delgado
|
|
|
|
Chief Executive
Officer
|
|
Pursuant to the
requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates
indicated.
Signatures
|
|
Title(s)
|
|
Date
|
/s/ William J. Delgado
|
|
Chief Executive
Officer
|
|
June 18,
2018
|
William J.
Delgado
|
|
and Chairman of the
Board (Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Jerome J. Gomolski
|
|
Chief Financial
Officer
|
|
June 18,
2018
|
Jerome J.
Gomolski
|
|
(Principal
Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ William J. Delgado
|
|
Director, Executive
Vice President
|
|
June 18,
2018
|
William J.
Delgado
|
|
|
|
|
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