0001213900-23-078426.txt : 20230922 0001213900-23-078426.hdr.sgml : 20230922 20230921173426 ACCESSION NUMBER: 0001213900-23-078426 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 21 FILED AS OF DATE: 20230922 DATE AS OF CHANGE: 20230921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Unifoil Holdings, Inc. CENTRAL INDEX KEY: 0001965671 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 222339463 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-272817 FILM NUMBER: 231269883 BUSINESS ADDRESS: STREET 1: 12 DANIEL ROAD EAST CITY: FAIRFIELD STATE: NJ ZIP: 07004 BUSINESS PHONE: (973)244-9900 MAIL ADDRESS: STREET 1: 12 DANIEL ROAD EAST CITY: FAIRFIELD STATE: NJ ZIP: 07004 S-1/A 1 fs12023a3_unifoilhold.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on September 21, 2023

Registration No. 333-272817

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

AMENDMENT NO. 3

TO

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

____________________

Unifoil Holdings, Inc.

(Exact name of registrant as specified in its charter)

____________________

New Jersey

  

2670

  

22-2339463

(State or other jurisdiction of
incorporation or organization)

  

(Primary Standard Industrial
Classification Code Number)

  

(I.R.S. Employer
Identification Number)

12 Daniel Road East
Fairfield, New Jersey 07004
(973) 244-9900

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

____________________

Joseph Funicelli

Chairman, Chief Executive Officer and President

Unifoil Holdings, Inc.

12 Daniel Road East

Fairfield, New Jersey 07004

Tel.: (973) 244-9900

(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________________

With copies to:

Andrea Cataneo, Esq.
Mitchell Silberberg & Knupp LLP
437 Madison Ave., 25th Floor
New York, New York 10022
Tel.: (212) 509-7239

  

Spencer G. Feldman, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas, 15th Floor
New York, New York 10019
Tel.: (212) 451-2300

_____________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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 to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

  

 

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EXPLANATORY NOTE

This Registration Statement contains two prospectuses, as set forth below.

•        Public Offering Prospectus. A prospectus to be used for the initial public offering of 3,000,000(1) shares of common stock of the registrant (the “Public Offering Prospectus”), with such shares being sold in an underwritten offering through the underwriters named on the cover page of the Public Offering Prospectus.

•        Resale Prospectus. A prospectus to be used for the resale by the selling shareholders set forth therein of 215,154 shares of common stock, consisting of (i) 181,820 shares issuable upon conversion of convertible notes (the “Convertible Notes”), and which Convertible Notes automatically convert into common stock upon the effectiveness of this Registration Statement as set forth in the resale prospectus set forth herein (the “Resale Prospectus”) and (ii) 33,334 shares issued to the Company’s legal counsel, which shares were issued as partial consideration for legal services provided to us in connection with this offering.

The Resale Prospectus is substantially identical to the Public Offering Prospectus, except for the following principal points:

•        they contain different outside and inside front cover and back cover pages;

•        they contain different Offering sections in the Prospectus Summary section beginning on page Alt-1;

•        they contain different Use of Proceeds sections on page Alt-2;

•        a Selling Shareholders section is included in the Resale Prospectus;

•        a Selling Shareholders Plan of Distribution is included in the Resale Prospectus in lieu of the “Underwriting” section in the Public Offering Prospectus; and

•        the Legal Matters section in the Resale Prospectus on page Alt-6 deletes the reference to counsel for the underwriters.

The registrant has included in this Registration Statement a set of alternate pages after the back cover page of the Public Offering Prospectus (the “Alternate Pages”) to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the initial public offering by the registrant. The Resale Prospectus will be substantially identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the selling shareholders. Consummation of the offering made by the Resale Prospectus is conditioned on consummation of the initial public offering of shares of common stock by the registrant pursuant to the Public Offering Prospectus.

____________

(1)      Assumes the underwriters’ over-allotment option has not been exercised.

 

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Preliminary Prospectus

  

Subject to Completion, dated September 21, 2023

3,000,000 Shares of Common Stock

Unifoil Holdings, Inc.

This is the initial public offering of common stock of Unifoil Holdings, Inc. We are offering 3,000,000 shares of our common stock. We currently expect the initial public offering price will be between $4.00 and $6.00 per share.

Prior to this offering, no public market has existed for our common stock. We have applied to list our shares of common stock for trading on the NYSE American under the symbol “UNFL.” This listing is a condition to the offering. No assurance can be given that our application will be approved and that our common stock will ever be listed on the NYSE American. If our listing application is not approved by the NYSE American, we will not be able to consummate this offering and will terminate the offering.

Concurrently with this offering, we are registering for resale by the selling shareholders an aggregate of 215,154 shares of common stock. Upon the effectiveness of the registration statement of which this prospectus forms a part, the convertible notes will automatically convert into common stock at a conversion price of $2.75 per share. The selling shareholders have represented to us that they will not offer or sell their shares prior to the closing of this offering. Sales of these shares, or the potential of such sales, may have an adverse effect on the market price of the shares offered hereby.

Investing in our common stock involves a high degree of risk. Before buying any shares, you should carefully read the discussion of material risks of investing in our common stock in “Risk Factors” beginning on page 13 of this prospectus.

 

Per share

  

Total

Initial public offering price

  

$

    

$

  

Underwriting discounts and commissions(1)

  

$

    

$

  

Proceeds, before expenses, to us

  

$

    

 

  

____________

(1)      In addition, we have agreed to pay to the underwriters a 1% non-accountable expense allowance and reimburse certain of their accountable out-of-pocket expenses and to sell to the representative of the underwriters warrants to purchase up to 241,500 shares of common stock. See “Underwriting” beginning on page 78 for a description of the compensation payable to the underwriters.

We have granted to the underwriters an option, exercisable no later than 45 calendar days after the date of this prospectus, to purchase up to 450,000 additional shares of our common stock, solely to cover over-allotments, if any, at the public offering price less underwriting discounts and commissions. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable will be $_____, and the total proceeds, before expenses, to us will be $_____.

We are an “emerging growth company” and a “smaller reporting company,” as defined under U.S. federal securities laws and, as such, are eligible and have elected to comply with certain reduced public company reporting requirements for this prospectus and for future filings.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock to investors on or about ________, 2023.

BOUSTEAD SECURITIES, LLC

  

SUTTER SECURITIES, INC.

The date of this prospectus is ________, 2023.

 

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Table of Contents

 

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TABLE OF CONTENTS

 

Page

Prospectus Summary

  

1

Risk Factors

  

13

Information Regarding Forward-Looking Statements

  

28

Use of Proceeds

  

30

Dividend Policy

  

31

Capitalization

  

32

Dilution

  

33

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

35

Business

  

46

Management

  

54

Executive Compensation

  

60

Principal Shareholders

  

65

Certain Relationships and Related Party Transactions

  

66

Description of Securities

  

71

Shares Eligible for Future Sale

  

76

Underwriting

  

78

Legal Matters

  

82

Experts

  

82

Where You Can Find More Information

  

82

Index to Consolidated Financial Statements

  

F-1

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About this Prospectus

You should rely only on the information contained in this prospectus and in any free writing prospectus. Neither we nor the underwriters have authorized anyone to provide you with information different from that contained in this prospectus. We and the underwriters are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock.

Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to that jurisdiction.

Market and Industry Data

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets which we believe to be reasonable. Although we believe the data from these third-party sources is reliable, we have not independently verified any third-party information. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Information Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

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PROSPECTUS SUMMARY

This prospectus summary highlights certain information contained elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read the entire prospectus carefully, including the information under the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes thereto included in this prospectus, before investing. This prospectus includes forward-looking statements that involve risks and uncertainties. See “Information Regarding Forward-Looking Statements.” Unless the context otherwise requires, we use the terms “Unifoil,” the “Company,” “we,” “us” and “our” in this prospectus to refer to Unifoil Holdings, Inc., its wholly-owned subsidiary, Unifoil Corporation, and Unifoil Corporation’s wholly-owned subsidiary, Unifoil E.U., LLC.

Overview

We develop, design, manufacture and sell value-added paper and paperboard products for consumer goods packaging that are plastic free and 100% recyclable. Using our proprietary processing technology, we metalize paper without any lamination or film resulting in a custom product with a reflective metallic look or holographic eye-catching design. We believe that our UniLustre® metallizing product line is the only technology currently available to decorate paperboard without the need for an additional plastic substrate. This environmentally friendly process, as compared to traditional decorating methods such as laminating, hot stamping or cold foiling, permits customers and end-users to recycle our paperboard with normal paper waste. We believe we are uniquely positioned with our manufacturing facilities in New Jersey, which serves our markets in the United States, Mexico and Canada, and Poland, which covers the European packaging market, to capitalize on the need for environmentally compliant decorated packaging in consumer product markets.

Our products can be utilized to produce a wide variety of packaging that is primarily used for toothpaste, beverage, cosmetic, blister and personal care packaging and extensively in gaming markets for playing cards and lottery tickets. We have provided end-user brand support, through our design and packaging, to leading consumer brands such as Anheuser-Busch, Procter & Gamble, Colgate-Palmolive, Unilever, Church and Dwight, GSK plc, Revlon, Scientific Games, British American Tobacco, R.J. Reynolds Tobacco and other Fortune 500 companies. For the past three years, our UniLustre sales have grown year-over-year, excluding growth from our recent Poland facility acquisition in July 2021, and we have been profitable. We have been in the printing and packaging business for more than 50 years.

Traditionally, decorated products have been laminates of either film and/or paperboard. The film carries the decoration, and the substrate provides the structure to these decorated products. This gives the final package the visual impact we see in today’s marketplace and creates product differentiation. Laminates of this sort are not recyclable, however, which has become a major issue both domestically and abroad. To address that problem, we developed and branded a process that allows our products to not only be 100% recyclable but also improves the visual clarity compared to traditional laminates. We call these products UniLustre® and Holographic UniLustre®. UniLustre products are manufactured with our proprietary technology that renders the final product “film free” and 100% recyclable. This decoration is not only plastic free but uses no chemicals because we only process with water-based additives. We use a vapor deposition of aluminum to achieve the reflection that is seen on our products. Most consumer product companies have committed to converting to recyclable packaging over time, and we believe UniLustre is a compelling option for these companies.

Our products are available in virtually any color and any finish and can be manufactured on substrates ranging from 25 lb. paper/3 mil plastic to 38-point paperboard. We can apply our products to paper, board, plastics or film and can pressure sensitize any product we make. Our customers can select from precision-slit rolls, optically registered sheets or pressure sensitive formats with our branding packages. Our large format capabilities produce rolls of paper up to 72 inches in diameter and 72 inches in width. For these large rolls of paper, we either split the large rolls into narrower rolls or cut the large rolls into sheets for shipment to the customer. Generally, we sell our products to printers and folding carton producers who print our paperboard and form the printed paperboard into folding cartons that will get filled with the product for sale to the consumer. For example, we produce the paperboard that is used for manufacturing the Colgate-Palmolive and Procter & Gamble toothpaste packages.

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We are dedicated to minimizing environmental impact, not only during our production, but also throughout our customers’ production, usage and manufacturing cycles as the world continues to respond to sustainability initiatives. We have a history of being environmentally conscious. Our metallized substrates are certified by all the chain of custody agencies, including the Forest Stewardship Council, the Sustainable Forestry Initiative, and the Programme for the Endorsement of Forest Certification. Our UniLustre substrates have been certified by Western Michigan University, which is the industry accepted standard accreditation for recyclable products. Both of our manufacturing facilities are certified by the International Organization for Standardization (ISO).

Since we developed UniLustre in 1995, it has provided the marketplace with an alternative to film and foil laminations and is also 100% recyclable. As end-users have become more environmentally conscious and focused on environmental, social and governance (“ESG”) initiatives over the years, UniLustre has become more popular. We have since scaled production so that UniLustre maintains its same standard of sustainability while also maintaining approximately the same cost as many other currently existing packaging materials. Currently, 65% of our business is generated by our sales of UniLustre. Sustainability and ESG, especially in Europe, are in high demand, and we responded to the market by acquiring a printing facility in Poland in July 2021 to satisfy the demand in Europe for sustainable alternatives to film and foil laminations. We incorporated our wholly-owned subsidiary, Unifoil E.U., LLC, in June 2021 to acquire the Poland facility.

We strive to give our customers, which are primarily packaging and printing companies, and in turn, the end-user retailers, the highest levels of customer service by providing high quality products in a timely and cost-effective manner. We operate our business strategically and with broad flexibility to provide both our large and small customers with a wide spectrum of products that they need to successfully run and grow their businesses. We develop custom formulations and respond to market needs with innovative and environmentally friendly solutions.

We work side by side with our customers and frequently, the end-users, to respond to their unique needs and specifications and also help to simulate conditions to predict how our products will perform under real-world manufacturing conditions. It is our intention to provide our customers with packaging that sets them apart from their competition, and, to that end, we collaborate with each of our customers to develop the best options and solutions that are at our disposal without impacting the product differentiation desired for marketing. Our more than 50 years of expertise in commercial printing services, applying highly aesthetic, specialty finishes on paper and plastic substrates, enables us to transform ordinary printing and packaging into an attractive visual experience, making our customers’ products to stand out and show at their best.

Our Business and Growth Strategy

The principal elements of our business and growth strategy are as follows:

Enhance Our Sustainability Initiatives.    Our principal business objective is to enhance our sustainability initiatives with UniLustre® and UltraLustre products and meet the market’s demand for sustainable and environmentally friendly products. We believe that the sustainable characteristics of our products provide us with an opportunity to expand our long-term customer relationships and presence in key markets with current demand trends towards sustainability. In particular, UniLustre, our premium recyclable decorated substrate, is poised for growth with worldwide focus on ESG. We have already successfully converted a portion of our business from laminated products to UniLustre recyclable products. This has allowed us to expand our reach with our new Poland facility, and our global customers are now sourcing their needs from both of our facilities in New Jersey and Poland. We have been experiencing high levels of demand, currently operating with a four to six week backlog of orders, and during 2023 we had an increase in demand in both the United States and Europe for our UniLustre® product line.

Invest in Our Manufacturing Technology.    We believe that within our key markets we have the most comprehensive product line of any major competitor and have a leading position in many of our key products. We expect to achieve long-term growth rates by leveraging our product line, strong product development capabilities and national, and international, geographic presence. An important part of our strategy is to continue making investments in new manufacturing technology in order to upgrade product capabilities, increase capacity lines, improve productivity and reduce overall product cost. Strategic acquisitions and upgrades to our current facilities will continue to be an important complement to our internal growth strategy. From the net proceeds of this offering, we intend to invest approximately $4.5 million into expanding our facilities by adding additional lines of operation.

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Accelerate the Marketing of Our Products Globally.    Part of our strategy is to fully leverage the global demand for sustainable, recyclable packaging material by accelerating the marketing of our UniLustre products on a global scale. Currently, Europe is leading the United States with environmental requirements for packaging, but the United States is not too far behind. Many of our customers are multinational and have global needs. We installed additional capacity lines in our New Jersey facility in the second quarter of 2023 and we are planning to expand our Poland facility capabilities in the fourth quarter of 2023.

Expand Our Holographic Film Capabilities In-House.    We also have plans to integrate holographic film embossing in the United States as this process is currently outsourced to other specialized firms. Holographic film embossing is more labor and capital intensive than our other products, so contracting this out to a third party has been the most economically efficient way to produce it. We believe bringing this process in-house will increase our profit margins, help us to respond quickly to market demands and help control our supply of holographic materials.

Continue to Build Strategic Alliances for Production and Marketing.    We intend to build our strategic alliances with printers, end-users and vertically-integrated converters into definitive collaborative business relationships as we continue to scale our business.

The Consumer Packaging Industry

On a global scale, the packaging industry is an economic generator. In a report from The Smithers Group, a global market leader in producing packaging industry reports, entitled “The Future of Global Packaging to 2024” (pub. December 2019), demand for the world packaging industry will reach $1.05 trillion by 2024 with a compound annual growth rate of 2.8%. Asia is the largest market of world packaging consumption, followed by North America and Western Europe. Consumer trends and industry trends for packaging drive this growth rate according to the report.

The United States is one of the fastest-growing packaging markets. Large packaging companies drive investments for innovation and research and development activities in the country in order to provide unique solutions for many packaging challenges. The differential growth across materials and formats drive the fundamental shifts in the packaging industry. In the United States, these differentials are a by-product of the changing consumer behaviors and product innovation within the market.

Packaging solutions are used across various industries, such as food and beverage, cosmetics and healthcare. Packaging has gained significant traction in different industries due to its advantages, such as long shelf-life and durability. Packaging is an all-encompassing industry term for the technology and design work going into protecting or enclosing every sort of product destined for storage, shipping and sales. Packaging also takes in the product manufacturer’s marketing efforts. For consumer product companies, the way they package their products signifies their brand. We believe consumer product companies view the aesthetic qualities of their packaging as an essential part of their marketing.

Every industry has megatrends and overall changes in the marketplace that affect manufacturers’ product placement and presentation. More and more brands are beginning to target niche markets with their packaging. Personalized packaging was a top packaging trend in 2022 as it allowed individuals to identify with a brand’s product.

Our Packaging Products

We offer a wide selection of high-quality, cost effective packaging products. Decorated substrates include paper, paperboard, synthetic papers and plastic. In addition to metallic silver, we are a leading producer of holographic patterns both standard and custom and the leader in registered holographic and registered fresnel lens finishes. We work in close collaboration with our customers and end-users to develop products to meet their unique individual business needs. The major categories of our products include:

UniLustre® products are our proprietary paper and board substrate that delivers visual impact of foil and film laminates with none of the environmental or production challenges. UniLustre lets designers and packaging specifiers create the impactful, dynamic designs that grab consumers’ attention. From a production standpoint, UniLustre prints, scores and folds as easily as paper. UniLustre papers and boards are ideal for cosmetic, personal care, beverage, confection and retail goods packaging due to its leak-proof capabilities. UniLustre is also water-based, as it is manufactured without any chemicals. We believe this product makes point-of-purchase and specialty printing more attractive than other materials on the market.

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UniLustre is non-laminated, film-free, solvent-free and recyclable. UniLustre can also be made from post-consumer waste. We believe it satisfies sustainability initiatives of consumer product companies as the materials contribute to source reduction, use less energy and fewer materials and, compared with other packaging products, are less expensive to ship and can significantly reduce a company’s carbon footprint.

UniLustre products are available in metallic silver, stock and custom holographic patterns and with advanced holographic security options. UniLustre can be applied selectively to the substrate through our proprietary process. We can also add color and embossing to design options creating a large array of options for our customers. Additionally, UniLustre can be applied to a variety of paperboard substrates so it is optimal for packaging, cards, POS, signage and displays.

UniLustre accounted for approximately 59.2% and 64.1% of our sales in 2021 and 2022, respectively. No other single product has accounted for more than 10% of our sales during any of these prior periods.

UltraLustre® products are our proprietary, 100% recyclable, plastic or synthetic substrates that allow us to decorate holographic images directly onto a plastic substrate (such as a plastic cut). The ensuing product is as recyclable as the plastic substrate itself. UltraLustre is ideal to use in in-mold label applications as it obviates the need for adhesive labels, and the absence of lamination alleviates any possibility of curling or wrinkling. We do not believe that any other company has a product equivalent to ours, nor do we believe there is another product that can match UltraLustre’s ability because our product delivers the visual impact of foil and film laminates without the environmental and production challenges. The absence of lamination allows for recycling of the final product and for regrinding of manufacturing rejects. UltraLustre provides designers and packaging specifiers the ability to take their ideas to the next level, and we believe it delivers a true on-shelf marketing advantage.

UltraLustre products are available in metallic silver, stock and custom holographic patterns and with advanced holographic security options. UltraLustre can be applied selectively to the substrate through our proprietary process. We can also add color and embossing to design options creating a large array of options for our customers. These products differ from UniLustre as they are used for synthetic papers and plastic.

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Recyclable UltraLustre® products are designed to satisfy the sustainability initiatives of consumer product companies. Recyclable UltraLustre is non-laminated, film-free and compatible with recyclable and regrindable in-mold labeling and in-mold decorating applications. The primary uses for Recyclable UltraLustre are injection molded and blow molded applications. UltraLustre materials contribute to source reduction, use less energy and fewer materials than other packaging products, cost less to ship and can significantly reduce a company’s carbon footprint. UltraLustre, like all of our products, can be used on a variety of substrates between 2- to 36-gauge thicknesses, making it ideal for cups, blow molded containers, transaction cards, tubes, food packaging, signage and displays.

Unifilm®, our traditional film-based product, is available in virtually any color and finish and can be manufactured on substrates ranging from 25 lb. paper/3 mil plastic to 38-point board or plastic and other specialty substrates. Unifilm can be applied to paper, board, plastics or film and pressure sensitizes any product that we make. Unifilm is available in precision-slit rolls, optically registered sheets or pressure sensitive formats.

Uniblock™ provides a solution for printed applications where opacity is paramount. Uniblock is a proprietary, black adhesive compound that seals layers together and eliminates light passing through. Uniblock is ideal for applications such as playing cards, pressure sensitive window signage and opaque barriers.

All of our holographic raw materials are procured from outside suppliers. However, we have capital projects and personnel in place to expand our capabilities by integrating the embossing of holographic films process in-house. The embossing process is expensive to outsource, and it is our intention to manufacture it ourselves, which will add significant margin to our existing business and offer additional reach into emerging opportunities.

Our holographic prints deliver a detailed level of depth and movement in packaging, point-of-purchase displays, shelf signage and other specialty print applications. Our holographic prints can also deliver security and authentication protection for advanced security applications. Our custom holographic patterns are available on all of our UniLustre, UltraLustre and Unifilm products.

Our Sales, Marketing, Customers and End-Users

We employ salespeople in New Jersey, Pennsylvania and Massachusetts, as well as internationally, in Poland and the United Kingdom. Currently, we have five dedicated salespeople. We sell roughly 10% of our products through brokers. We launched our website and digital marketing campaign in the fourth quarter of 2022. Our sales and marketing strategy encompasses two parallel paths. Ideally, we sell to who we consider to be the end-user — for example, Procter & Gamble. We also market our product to “end-users” like Procter & Gamble, such that if we are successful, they will specify our product for their contracted printers.

We offer pricing to the end-user, which can help our customers eliminate the negotiation and potential markup from a printer. Our aim is to have end-users request our product from their contracted printers. We also sell directly to printers for accounts that they have secured. Regardless of how we market, we always ship directly to and invoice the printer. We do not have formal written agreements with our customers or end-users, except for our memorandum of agreement with PaperWorks Industries, Inc. All other orders are repeat jobs governed by the sales acknowledgment we send to every customer in response to their purchase orders on an individual job basis. Specifically, customers provide us the purchase order and, for every order, we return our sales acknowledgment, which confirms the order’s quantity, price, shipping date and description of product, and contains certain intellectual property provisions, conditions, warranty and other terms customary to this type of service.

Our customers’ orders are either in rolls of paper or sheets of paper, both of which are sold by the lineal foot. Sheets costs more to produce, both because of the process involved to make sheets of paper out of the rolls of paper, but also due to the higher raw material cost associated with the sheets. Further, sheets are generally more expensive to the customer because they can also be holographic, and provide further customization options than when a customer orders rolls of paper. Whenever possible, we pass-through this increased manufacturing cost to our customers. However, because some of the increased costs of producing sheets are not passed through to our customers, when customers’ orders of sheets increase compared to orders of rolls, we are able to capture some of the higher price of sheets and generate more revenue.

Our two largest product markets are the oral care and scratch off state lottery ticket packaging markets. There is limited consolidation of customers in the scratch off state lottery tickets market, and we currently supply three printers that satisfy 20 different states for their lottery tickets. Though we supply many different printers in the oral

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care market, most of our sales in this market are to PaperWorks Industries, Inc. In the field of folding carton suppliers, which encompasses single layer cartons that feel similar to cardstock, there has been significant consolidation. We intend to leverage these existing relationships in order to continue to grow in this area. In 2022, approximately 19% of our sales were international. We intend to expand productivity in the international marketplace as we increase the capabilities of our Poland facility.

Our customer base is dispersed across different geographic areas with generally short payment terms. We routinely assess the financial strength of our customers. Our three primary customers in 2022 were PaperWorks Industries, Inc., International Gaming Technologies, and Scientific Games Inc., each of whom accounted for approximately $10,584,000, $4,277,000 and $3,082,000 of our sales, respectively, and accounted for approximately 59% of our sales, collectively, for the year ended December 31, 2022. Our three primary customers in 2021 were PaperWorks Industries, Inc., Scientific Games Inc., and Multipackaging Solutions, each of whom accounted for approximately $9,116,000, $4,895,000 and $1,920,000 of our sales, respectively, and accounted for approximately 65% of our sales, collectively, for the year ended December 31, 2021.

Below were our top end-users, customers and sales percentages in 2021 and 2022:

End-User

  

Customer

  

Packaging
Market

  

Percentage of
Sales 2021

  

Percentage of
Sales 2022

Procter & Gamble

  

PaperWorks Industries, Inc.

  

Oral Care/Cleaning

  

27.2

%

  

28.7

%

State lottery agencies

  

Scientific Games Inc.

  

Lottery

  

23.9

%

  

10.2

%

State lottery agencies

  

International Gaming Technologies

  

Lottery

  

1.8

%

  

14.2

%

Colgate-Palmolive

  

PaperWorks Industries, Inc.

  

Oral Care

  

4.1

%

  

3.8

%

Oral-B

  

Sunoco LP

  

Blister Cards

  

7.2

%

  

5.8

%

Diageo

  

Multipackaging Solutions/WestRock Company

  

Liquor

  

11.6

%

  

6.4

%

Novartis

  

Colbert Packaging

  

Eye Care

  

5.0

%

  

4.0

%

Anheuser-Busch; Colgate-Palmolive

  

Graphic Packaging International

  

Liquor/Oral Care

  

3.0

%

  

5.7

%

Unilever

  

Mainline

      

2.1

%

  

5.3

%

Our Competitive Strengths

We are a high volume, low cost, environmentally conscious producer that is able to satisfy both large and small volume orders with enough capacity to also handle our customer base’s needs. Our main goal is to offer product differentiation, branding and high-quality packing materials without any capital expenditure or tooling costs for our customers or their printers.

We believe our focus in sustainability has provided us an edge against competitors. For instance, cold foil technology is an alternative to UniLustre. This technology uses a printing press and is not 100% recyclable like our product. Further, our products provide more value to the customer compared to their respective alternatives. Other technologies, such as hot stamping, only decorate 10% of the package, while our metallized substrate technologies have the ability to decorate up to 100% of the package. Sustainability is also present in the amount of film and aluminum used in our products. While we use film in the UniLustre process, we remove it, regrind it and reclaim it for future usage so that there is zero waste. By applying our chemistry processes to a clear and very thin polyester film, which is then metallized in a vacuum that disperses the aluminum to the product, we minimize the amount of aluminum utilized. By using our methods and technologies, we can cover two football fields worth of packaging with a nominal amount of aluminum.

We believe the following competitive strengths differentiate us from our competitors and drive our success:

•        We offer 100% recyclable, sustainable and repulpable (reusable) substrates.

•        From our certification by Western Michigan University, we are in the forefront for creating sustainable brilliant substrates.

•        Our reach in the United States and Europe offers large consumer product companies the ability to standardize their packaging globally.

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•        We have been able to scale UniLustre such that it is positioned to manufacture at a low cost while selling at a premium.

•        We believe that we have more capacity and capability than any direct competitor in our market.

•        Our management and manufacturing teams are highly experienced, and we have been in the packaging business for more than 50 years.

Bridge Financing

From September 2022 to December 2022, we received gross proceeds of $500,000 from a private placement of convertible promissory notes (the “Bridge Financing”), pursuant to the terms of a subscription agreement with seven accredited investors. The convertible notes mature on October 19, 2025 (unless earlier converted) and bear interest at a rate of 10% per annum. The convertible notes will automatically convert (without any action on the part of the holders) upon the effectiveness of this offering into 181,820 shares of our common stock at a conversion price of $2.75 per share. The holders of our convertible notes will own approximately 1.3% of the outstanding shares of our common stock following this offering.

We are using the net proceeds of the Bridge Financing to fund our continuing working capital and capital expenditure requirements leading up to this offering. Boustead Securities, LLC, the representative of the several underwriters of this offering, served as the lead placement agent for the Bridge Financing, and Sutter Securities, Inc., an underwriter in this offering, served as a placement agent for the Bridge Financing. Boustead received fees and reimbursement of expenses in an aggregate amount of $90,000 and warrants to purchase 12,728 shares of our common stock. Sutter Securities, Inc. received fees and reimbursement of expenses in an aggregate amount of $7,635.

Selected Risks Associated with Our Business

Investing in our common stock involves a high degree of risk. You should carefully consider all the information in this prospectus prior to investing in our common stock. These risks are discussed more fully in the section entitled “Risk Factors” immediately following this prospectus summary. These risks and uncertainties include, but are not limited to, the following:

•        we have significant debt, which could adversely affect our financial condition and ability to operate our business;

•        our business is impacted by fluctuations in raw material, energy and freight costs, including the impact of tariffs, trade and similar matters, which are out of our control and can adversely affect our business, financial condition and results of operations;

•        we operate in the highly competitive packaging market, and these competitive pressures could result in reduced revenues and profitability with price and performance competition;

•        we are subject to strict environmental, health and safety laws, regulations and permits in connection with the disposability and recyclability of our packaging and paper products, and we could incur significant costs in complying with, or liabilities and obligations related to, such laws, regulations and permits;

•        if we fail to maintain satisfactory relationships with our major customers and end-users, our results of operations could be adversely affected;

•        loss of any of our key manufacturing equipment or facilities or equipment failure could have an adverse effect on our financial condition or results of operations;

•        we depend on a small number of suppliers for our raw materials and any interruption in our supply of raw materials would harm our business and financial performance;

•        war, terrorism, other acts of violence or natural or manmade disasters such as the COVID-19 pandemic and associated responses could adversely impact our business and results of operations;

•        government regulations and judicial decisions affecting products we produce or the products contained in the products we produce could significantly reduce demand for our products;

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•        we are exposed to risks related to international sales and operations; and

•        our executive officers and directors, and their affiliated entities, own a significant percentage of our stock and will be able to exert significant control over matters subject to shareholder approval.

Corporate Information and Incorporation

We were founded in 1971 in New Jersey by acquiring our lamination business from Anaconda Aluminum Company based in Louisville, Kentucky. We incorporated in New Jersey on March 28, 1980 under the name George J. Barenholtz Associates, Inc. We changed our name to GJB Associates, Inc. in August 5, 1980, and, again, to Unifoil Holdings, Inc. in December 2000.

We expect to reincorporate the Company from the State of New Jersey to the State of Nevada as soon as practicable prior to the effectiveness of this offering, subject to shareholder approval, the decision of which is at the sole discretion of our board of directors (the “Reincorporation”). The Reincorporation will be achieved through the merger of the Company with and into a newly formed entity, Unifoil Holdings, Inc., a Nevada corporation (“Unifoil Nevada”), pursuant to a Plan of Merger, which was unanimously approved by our board of directors on September 7, 2023, and subsequently approved by a majority of our shareholders on [            ], 2023.

Our principal executive office is located at 12 Daniel Road East, Fairfield, New Jersey, 07004. Our phone numbers are (973) 244-9900 and (800) 596-5600. Our European headquarters is located at Mialki Szlak 52 Hala D 80-717, Gdansk, Poland. Our phone number in Poland is (0048) 58-683-60-30. Our corporate website is located at www.unifoil.com. Information on our website is not part of this prospectus.

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Summary of the Offering

Securities being offered by us:

  

3,000,000 shares

Shares of common stock outstanding prior to the offering:

  

10,375,460 shares(1)

Shares of common stock to be outstanding after the offering:

  

13,557,280 shares

Over-allotment option:

  

We have granted to the underwriters a 45-day option to purchase from us up to an additional 15% of the shares of common stock sold in this offering (450,000 additional shares) at the initial public offering price, less the underwriting discounts and commissions.

Use of proceeds:

  

We expect to receive net proceeds of approximately $12,950,000 from this offering (or approximately $15,200,000 if the underwriters exercise their over-allotment option in full), assuming an initial public offering price of $5.00 per share (which is the midpoint of the estimated range of the initial public offering price shown on the cover page of this prospectus), and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We plan on using the net proceeds from this offering as follows: (i) approximately $5.7 million to enhance our product manufacturing capabilities, (ii) approximately $4.5 million to expand our two facilities by adding additional lines of operation, (iii) approximately $1.5 million to fund potential acquisitions of other packaging companies, and (iv) approximately $0.5 million to increase our product marketing and promotion and seek additional sales channels, with the remaining proceeds to be used for working capital and general corporate purposes, including capital expenditures for facility improvements. Our management will retain broad discretion over the allocation of the net proceeds from this offering. See “Use of Proceeds.”

Lock-up Agreements:

  

Our executive officers, directors and shareholders holding at least 5% of our outstanding shares of common stock have agreed not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our common stock or securities convertible into common stock for a period of 365 days after the date of this prospectus. Our shareholders holding between 1% and 4.99% of our outstanding shares of common stock have agreed not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our common stock or securities convertible into common stock for a period of 180 days after the date of this prospectus. See “Underwriting — Lock-Up Agreements.”

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Risk factors:

  

Investing in our shares of common stock involves a high degree of risk and purchasers of our common stock may lose their entire investment. See “Risk Factors” and the other information included and incorporated by reference into this prospectus for a discussion of risk factors you should carefully consider before deciding to invest in our shares.

Proposed NYSE American symbol:

  

We have applied to list our shares of common stock for trading on the NYSE American under the symbol “UNFL.” This listing is a condition to the offering. No assurance can be given that our application will be approved and that our common stock will ever be listed on the NYSE American. If our listing application is not approved by the NYSE American, we will not be able to consummate this offering and will terminate the offering.

____________

(1)      The number of shares of our common stock outstanding prior to this offering does not include the following:

•        181,820 shares of common stock issuable upon conversion of convertible promissory notes outstanding (assuming an initial public offering price of $5.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus), which conversion will occur upon the effectiveness of this offering;

•        12,728 shares of common stock issuable upon exercise of warrants held by Boustead Securities, LLC, the representative of the underwriters in this offering; and

•        up to 241,500 shares of common stock issuable upon exercise of the representative’s warrants, which are expected to be issued in connection with this offering.

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Table of Contents

Summary Consolidated Financial Information

The following tables summarize certain financial data regarding our business and should be read in conjunction with our financial statements and related notes contained elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

We have derived the summary financial information for (i) the years ended December 31, 2022 and 2021 from our audited consolidated financial statements and related notes, and (ii) the six months ended June 30, 2023 and 2022 from our unaudited interim condensed consolidated financial statements, each included at the end of this prospectus. Our unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with our audited financial statements and, in the opinion of management, reflect all adjustments, consisting solely of normal recurring adjustments, necessary for the fair presentation of the financial information in those statements.

All financial statements included in this prospectus are prepared and presented in accordance with generally accepted accounting principles in the United States. The summary financial information is only a summary and should be read in conjunction with our historical consolidated financial statements and related notes contained elsewhere herein. The financial statements contained elsewhere fully represent our financial condition and operations; however, they are not indicative of our future performance.

Statement of Operations Data:

 

SIX MONTHS
ENDED JUNE 30,

  

YEAR ENDED
DECEMBER 31,
   

2023

  

2022

  

2022

  

2021

Sales

  

$

13,999,511

 

  

$

16,210,985

 

  

$

30,216,998

 

  

$

24,738,047

 
   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Cost of Sales

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Direct manufacturing costs

  

 

8,345,469

 

  

 

9,562,392

 

  

 

18,667,239

 

  

 

14,763,541

 

Indirect manufacturing costs

  

 

3,040,765

 

  

 

3,628,789

 

  

 

6,809,961

 

  

 

5,436,022

 

Total cost of sales

  

 

11,386,234

 

  

 

13,191,181

 

  

 

25,477,200

 

  

 

20,199,563

 

Gross Profit

  

 

2,613,277

 

  

 

3,019,804

 

  

 

4,739,798

 

  

 

4,538,484

 
   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Operating Expenses

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Selling, general, and administrative expenses

  

 

1,645,961

 

  

 

1,549,089

 

  

 

2,971,189

 

  

 

2,736,590

 

Total operating expenses

  

 

1,645,961

 

  

 

1,549,089

 

  

 

2,971,189

 

  

 

2,736,590

 

Operating Income

  

 

967,316

 

  

 

1,470,715

 

  

 

1,768,609

 

  

 

1,801,894

 
   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Other Income (Expense)

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Interest expense

  

 

(568,800

)

  

 

(528,152

)

  

 

(885,193

)

  

 

(880,209

)

Total other income (expense)

  

 

(568,800

)

  

 

(528,152

)

  

 

(885,193

)

  

 

(880,209

)

Income before taxes

  

 

398,516

 

  

 

942,563

 

  

 

883,416

 

  

 

921,685

 

Income tax expense

  

 

14,280

 

  

 

33,941

 

  

 

117,111

 

  

 

168

 

Net Income

  

 

384,236

 

  

 

908,622

 

  

 

766,305

 

  

 

921,517

 

Other comprehensive loss – cumulative translation adjustment

  

 

(6,132

)

  

 

(4,568

)

  

 

(6,600

)

  

 

(14,212

)
   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Total comprehensive income

  

$

378,104

 

  

$

904,054

 

  

$

759,705

 

  

$

907,305

 

Basic and diluted earnings per share

  

$

0.04

 

  

$

0.09

 

  

$

0.07

 

  

$

0.09

 

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As of June 30, 2023

Balance Sheet Data:

  

Actual

  

Pro Forma(1)

  

Pro Forma,
As Adjusted(2)

Total current assets

  

$

13,667,050

 

  

$

13,667,050

 

  

$

26,617,050

Working capital(3)

  

$

3,509,977

 

  

$

4,009,977

 

  

$

16,959,977

Total assets

  

$

27,695,503

 

  

$

27,695,503

 

  

$

40,645,503

Total liabilities

  

$

31,220,020

 

  

$

30,720,020

 

  

$

30,720,020

Total stockholders’ equity (deficit)

  

$

(3,524,517

)

  

$

(3,024,517

)

  

$

9,925,483

____________

(1)      The pro forma data reflects the conversion of the Convertible Notes into 181,820 shares of common stock and gives effect to the addition to working capital and total stockholders’ equity of the $500,000 in gross proceeds from the Bridge Financing and its corresponding reduction from total liabilities. The pro forma information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

(2)      The pro forma, as adjusted data gives effect to the pro forma adjustments described in footnote (1) above and the sale of 3,000,000 shares of our common stock in this offering at the assumed initial public offering price of $5.00 per share (which is the midpoint of the price range set forth on the cover page of this prospectus), after deducting the underwriting discount and estimated offering expenses payable by us, from which we expect to receive net proceeds of approximately $12,950,000. The pro forma, as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

(3)      We define working capital as current assets less current liabilities.

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RISK FACTORS

An investment in our shares of common stock involves significant risks. Before making an investment in our shares of common stock, you should carefully consider the risks and uncertainties discussed below under “Information Regarding Forward-Looking Statements,” and the specific risks set forth herein. Any of the following risks could have a material adverse effect on our business, financial condition and results of operations. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends. In any such case, the market price of our shares of common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Business and Industry

We have significant debt, which could adversely affect our financial condition and ability to operate our business.

We have approximately $18.0 million of outstanding indebtedness. The majority of our indebtedness is made up by related party promissory notes, including the various promissory notes with Raghunathan Sarma dating back to 2010 (collectively, the “Sarma Notes”). Mr. Sarma has loaned us an aggregate principal amount of approximately $16.0 million. As of September 21, 2023, we are not in default of any of the Sarma Notes, and the aggregate outstanding principal and interest balance of the Sarma Notes remains at approximately $15.4 million, a substantial portion of which is secured.

The Sarma Notes accrue interest at varying rates and compound on a monthly basis. We will be in default of the Sarma Notes if we are unable to meet our monthly payment obligations. If we are unable to meet these obligations, we would be in default on each of the Sarma Notes, which would have a severe material adverse effect on our ability to operate our business.

Our debt level and related debt service obligations:

•        require us to dedicate significant cash flow to the payment of principal of, and interest on, our debt, which will reduce the funds we have available for other purposes, including working capital and capital expenditures;

•        may limit our flexibility in planning for, or reacting to, changes in our business and market conditions or in funding our strategic growth plan;

•        impose on us financial and operational restrictions; and

•        expose us to interest rate risk on our debt obligations bearing interest at variable rates.

These restrictions could adversely affect our financial condition and limit our ability to successfully implement our growth strategy.

In addition, we may need additional financing to support our business and pursue our growth strategy, including for strategic acquisitions. Our ability to obtain additional financing, if and when required, will depend on investor demand, our operating performance, the condition of the capital markets and other factors. We cannot assure you that additional financing will be available to us on favorable terms when required, or at all. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to those of our common stock, and, in the case of equity and equity-linked securities, our existing shareholder may experience dilution.

Our business is impacted by fluctuations in raw material and paperboard costs, including the impact of tariffs, trade and similar matters, which are out of our control and can adversely affect our business, financial condition and results of operations.

Fluctuations in raw material costs can adversely affect our business, financial condition and results of operations. Raw material costs represent a significant portion of our cost of sales. The primary raw materials used in our products are plastic resins (principally polylactic acid, polyvinyl chloride, polypropylene, polyethylene, polystyrene and polyethylene terephthalate), aluminum, fiber (principally recycled newsprint, raw wood and wood chips) and paperboard (principally cartonboard and cupstock).

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The prices of many of our raw materials have fluctuated significantly in recent years. Raw material price fluctuations are generally due to movements in commodity market prices although some raw materials, such as wood, may be affected by local market conditions (including weather) as well as the commodity market. We typically do not enter into long-term purchase contracts that provide for fixed prices for our principal raw materials. While we regularly enter into hedging agreements for some of our raw materials and energy sources, such as resin (or components thereof), natural gas and diesel, to minimize the impact of such fluctuations, these hedging agreements do not cover all of our needs, and hedging may reduce the positive impact we may otherwise receive when raw material prices decline.

In addition, over the last several years, there has been a trend toward consolidation among suppliers of many of our principal raw materials, and we expect that this trend will continue. Consolidation among our key suppliers could enhance their ability to increase prices, forcing us to pay more for such raw materials. We may be unable to pass on such cost increases to customers which could result in lower margins or lost sales.

Our memorandum of agreement with PaperWorks Industries, Inc. (“PWI”) includes raw material cost pass-through mechanisms, which mitigate the impact of changes in raw material costs; however, the contractual price changes do not occur simultaneously with raw material price changes. Due to differences in timing between purchases of raw materials and sales to PWI, there is often a “lead-lag” effect during which margins are negatively impacted in periods of rising raw material costs and positively impacted in periods of falling raw material costs. Moreover, many of our sales are not covered by such pass-through mechanisms, and while we also use price increases, whenever possible, to mitigate the effect of raw material cost increases for customers that are not subject to raw material cost pass-through agreements, we often are not able to pass on cost increases to our customers on a timely basis, if at all, and consequently do not always recover the lost margin resulting from the cost increases.

A major challenge we may face is a supply shortage of paperboard across the market. We do not currently have any supply contracts with any vendors for paperboard. We use paperboard in 100% of our products, so any delay in our supplies can delay our production. We have no ability to anticipate when this challenge may be alleviated, and it is possible that a paperboard shortage could have a material adverse effect on our operations.

In an effort to mitigate the impact of supply chain disruptions to our operations, in addition to increasing the pricing of certain products commensurate with our costs, we rely on multiple suppliers for all of our films and foils, including both domestic and international suppliers. We prefer domestic suppliers as they have the capability of reacting quickly to changes in the marketplace and absorbing these effects so business can continue as usual. Lead time and cost of transport can have a significant impact on our industry so domestic suppliers’ ability to absorb change because of their close geographical location and resultant uncomplicated supply chain is beneficial to us. Overall, our films are not costly to ship and we do bring in films and foils from foreign suppliers, primarily from Turkey and India. Supplies from these countries, in general, present significant cost savings as well as quality benefits. Additionally, we maintain significant inventory for repeat and/or well-forecasted business.

The cost of raw materials and other goods and services required to operate our business are also impacted by governmental actions, such as tariffs and trade sanctions. For example, the recent imposition by the U.S. government of tariffs on products imported from certain countries and trade sanctions against certain countries have introduced greater uncertainty with respect to U.S. trade policies, which have impacted the cost of certain raw materials, including aluminum and resin, and other goods and services required to operate our business. Major developments in trade relations, including the imposition of new or increased tariffs by the United States and/or other countries, could have a material adverse effect on our business, financial condition and results of operations.

Our business is impacted by fluctuations in energy and freight costs, which are out of our control and can adversely affect our business, financial condition and results of operations.

We are dependent on different sources of energy for our operations, such as coal, fuel oil, electricity and natural gas. For example, we are susceptible to price fluctuations in natural gas as it incurs significant natural gas costs to convert raw wood and wood chips to liquid packaging board. An increase in the selling prices for the products we produce resulting from a pass-through of increased raw material costs or freight costs could also have an adverse impact on the volume of units we sell. Further, if some of our large energy contracts were to be terminated for any reason or not renewed upon expiration, or if market conditions were to substantially change resulting in a significant increase in the price of coal, fuel oil, electricity and/or natural gas, we may not be able to find alternative, comparable suppliers or suppliers capable of providing coal, fuel oil, electricity and/or natural gas on terms or in amounts satisfactory to us. As a result of any of these events, our business, financial condition and operating results may suffer.

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In addition, we are dependent on third parties for the transportation of both our raw materials and other products that we purchase for our operations and the products that we sell to our customers. In certain jurisdictions, we are exposed to import duties and freight costs, the latter of which is influenced by carrier availability and the fluctuating costs of oil and other transportation costs.

Our Poland facility is currently oversold and needs more capacity to be profitable.

Our Poland facility is currently oversold and needs more capacity. We have plans to add significant capital equipment in this facility and our New Jersey facility over the next 18 months to address these issues. However, if we are unable to raise capital when needed, and on commercially reasonable terms, we could be forced to delay, reduce or eliminate the expansion of our facilities. This would greatly hinder any future commercialization efforts and could significantly harm our business, financial condition and prospects.

Severe supply chain disruption that affects the supply of raw materials used by us would harm our business and financial performance.

Some of our key raw materials, such as paper, are sourced from a single supplier or a relatively small number of suppliers. As a consequence, we are dependent on these suppliers for an uninterrupted supply of our key raw materials. Such supply could be disrupted for a wide variety of reasons, many of which are beyond our control. We have no written contracts with our suppliers. Rather, we use purchase orders, and therefore in the event of a supply disruption, our company would have to locate and establish relationships with new suppliers. An interruption in the supply of raw materials for an extended period of time could have an adverse impact on our business and results of operations.

Consolidation in the North American paperboard and converting industry may adversely affect our business.

The ongoing consolidation of paperboard and paperboard converting businesses, including through the acquisition and integration of such converting businesses by larger competitors of ours, could result in a loss of customers and sales in our paperboard business. A loss of paperboard customers or sales as a result of consolidations and integrations could have a material adverse effect on our business, financial condition, results of operations and cash flows.

If we fail to maintain satisfactory relationships with our major suppliers, end-users and customers, our results of operations could be adversely affected.

Many of our customers and end-users are large and possess significant market leverage, which results in significant downward pricing pressure and often constrains our ability to pass through price increases. We sell the majority of our products under multi-year agreements with customers, although some of these agreements may be terminated at the convenience of the customer on short notice; the balance of our products are sold on a purchase order basis without any commitment from the customers to purchase any quantity of products in the future. If our major customers reduce purchasing volumes or stop purchasing our products, our business and results of operations would likely be adversely affected. It is possible that we will lose customers in the future, which may adversely affect our business and results of operations.

Over the last several years, there has been a trend toward consolidation in the folding carton supplier industry, and we expect that this trend will continue. Consolidation among our suppliers could increase their ability to apply price pressure, and thereby force us to reduce our selling prices or lose sales, which would impact our results of operations. Following a consolidation, our suppliers in the folding carton industry may also close production facilities, or decide to operate in-house to lower their costs, while our end-users in the oral care or lottery industries may close stores, reduce inventory or switch suppliers for their products. Any of these actions could adversely impact the sales of our products.

We have been highly dependent on indirect sales of our products to Procter & Gamble (“P&G”), an end-user, through our memorandum of agreement with PWI. Approximately 27.2% and 28.7% of our sales for fiscal 2021 and 2022, respectively, resulted from indirect sales of our products to P&G. Therefore, at present, a significant portion of our business depends largely on the success of P&G in the consumer marketplace. Our business could be adversely affected if P&G’s share of the consumer market declines or if its customer base is eroded. A decision by P&G or PWI to discontinue or limit its relationship with us could have a material adverse effect on our business, financial condition and results of operations.

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Additionally, a significant portion of our sales is earned in connection with indirect sales of our products to states’ lottery agencies, end-users, through our relationships with our customers, Scientific Games Inc. and International Gaming Technologies. For fiscal 2021 and 2022, sales attributable to states’ lottery agencies represented approximately 25.7% and 32.6%, respectively, of our sales. A decision by one or more states’ lottery agencies or these customers to discontinue or limit its relationship with us could have a material adverse effect on our business, financial condition and results of operations.

We are exposed to risks related to international sales and operations, which could adversely affect our international revenues and financial condition.

We derived approximately 20% of our sales during the years ended December 31, 2021 from outside the United States through international operations, some of which were transacted in U.S. dollars. We derived approximately 19% of our sales in 2022 from outside the United States. Our operating results and business prospects could be adversely affected by risks related to Poland, where we have a manufacturing facility, and the countries outside the United States in which we sell our products. We are exposed to risks of operating in another country, as well as others, including, but not limited to, risks associated with:

•        the difficulties with and costs of complying with a wide variety of complex laws, treaties and regulations;

•        unexpected changes in political or regulatory environments; earnings and cash flows that may be subject to tax withholding requirements or the imposition of tariffs, exchange controls or other restrictions;

•        repatriating cash from foreign countries to the United States;

•        political, economic and social instability;

•        import and export restrictions and other trade barriers;

•        responding to disruptions in existing trade agreements or increased trade tensions between countries or political and economic unions;

•        maintaining overseas subsidiaries and managing international operations;

•        obtaining regulatory approval for significant transactions;

•        government limitations on foreign ownership or takeovers, nationalizations of business or mandated price controls;

•        fluctuations in foreign currency exchange rates; and

•        transfer pricing.

We are subject to taxation in the United States and also one non-U.S. jurisdiction. We base our tax returns on our interpretation of tax laws and regulations in effect; however, governing tax bodies may disagree with certain of our tax positions, which could result in a higher tax liability.

Any one or more of these risks could adversely affect our international operations and our results of operations, cash flows and financial condition, and the trading price of our common stock.

Loss of any of our key manufacturing equipment or facilities or equipment failure could have an adverse effect on our financial condition or results of operations.

The loss of the use of all or a portion of our two manufacturing facilities due to an accident, labor issues, weather conditions, pandemics, terrorism, natural disaster or otherwise, could have a material adverse effect on our financial condition or results of operations. Certain of our products are produced at only one or at a small number of facilities, increasing the risks associated with a loss of use of such facilities. Facilities may from time to time be impacted by adverse weather and other natural events, and the prolonged loss of a manufacturing facility due to such events could have a material adverse effect on our business. In addition, certain of our equipment requires significant effort to maintain and repair, and prolonged down-time due to equipment failure or loss could have a material adverse effect on our business.

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The conflict in Ukraine and macroeconomic pressures in the markets in which we operate may adversely affect our financial results.

Geopolitical issues around the world can impact macroeconomic conditions and could have a material adverse impact on our financial results. For instance, the ultimate impact of the conflict in Ukraine on fuel prices, inflation, the global supply chain and other macroeconomic conditions is unknown and could materially adversely affect global economic growth, disrupting discretionary spending habits and generally decreasing demand for our products and services. While we do not provide products to Russia, it is a significant global producer of fuel, nickel, and copper. Disruptions in the markets for those inputs could negatively impact the global and domestic economy.

While the demand of our services in the United States and Europe have not yet been affected by the conflict in Ukraine and higher fuel prices, we cannot predict the impact that the conflict may have in the future on the demand of our products, especially in Europe. In addition, as a result of the conflict in Ukraine, energy costs at our Poland facility may increase and supply chain disruptions may occur, both of which may also affect our financial results.

European mills that supply our European facility are deeply concerned about a potential energy crisis that could result from the conflict between Russia and Ukraine. The conflict between these two countries has already caused higher energy prices, which continued into 2023. The uncertain nature, magnitude, and duration of hostilities stemming from the conflict between Russia and Ukraine have contributed to increased market volatility and uncertainty, which could have an adverse impact on macroeconomic factors that affect our business and could amplify the existing challenges we face. The extent and duration of this conflict, sanctions and resulting market and supply chain disruptions are highly unpredictable but could be substantial. Any such disruptions may also magnify the impact of other risks described in this registration statement.

Supply of faulty or contaminated products could harm our reputation and business.

Our failure to produce products that meet safety and quality standards could result in adverse effects on consumer health, litigation exposure, loss of market share and adverse financial impacts, among other potential consequences, and we may incur substantial costs in taking appropriate corrective action (up to and including recalling products from end consumers) and to reimburse customers and/or end consumers for losses that they suffer as a result of these failures. Our actions or omissions with respect to product safety and quality could lead to regulatory investigations, enforcement actions and/or prosecutions, and result in adverse publicity, which may damage our reputation. Any of these results could adversely affect our results of operations, cash flows and financial condition, and the trading price of our common stock.

The widespread use of social media and networking sites by consumers has greatly increased the speed and accessibility of information dissemination. Negative publicity, posts or comments on social media or networking sites about us, whether accurate or inaccurate, or disclosure of non-public sensitive information about us, could be widely disseminated through the use of social media. Such events, if they were to occur, could harm our image and adversely affect our business, as well as require resources to rebuild our reputation.

We operate in the highly competitive packaging market, and these competitive pressures could result in reduced revenues and profitability with price and performance competition.

We operate in highly competitive markets. The following companies, among others, compete with us: Dart Container Corporation, Huhtamäki Oyj, Berry Global Group, Inc., Genpak, LLC, Sonoco Products Company, The Paper Excellence Group and Resolute Forest Products Inc., Stora Enso Oyj, Amcor plc, Sealed Air Corporation, Silgan Holdings Inc., SIG Combibloc Group AG and Elopak UK Limited. Some of our competitors have significantly higher market shares in select product lines than we do globally or in the geographic markets in which we compete. Some of our competitors offer a more specialized variety of materials and concepts in select product lines and may serve more geographic regions through various distribution channels. Some of our competitors may have lower costs or greater financial and other resources than we do and may be less adversely affected than we are by price declines or by increases in raw material costs or otherwise may be better able to withstand adverse economic or market conditions.

In addition to existing competitors, we also face the threat of competition from new entrants to our markets. To the extent there are new entrants, increasing or even maintaining our market shares or margins may be more difficult. In addition to other suppliers of similar products, our business also faces competition from products made from other substrates. The prices that we can charge for our products are therefore constrained by the availability and cost of

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substitutes. We are subject to the risk that local competitors following lower social responsibility standards may enter the market with lower compliance, labor and other costs than ours, and we may not be able to compete with such companies for the most price-conscious customers.

The combination of these market influences has created a competitive environment in which product pricing (including volume rebates and other items impacting net pricing), quality and service are key competitive factors. Our customers continuously evaluate their suppliers, often resulting in downward pricing pressure and increased pressure to continuously introduce and commercialize innovative new products, improve quality and customer service and maintain strong relationships with our customers. We may lose customers in the future, which would adversely affect our business and results of operations. These competitive pressures could result in reduced net revenues and profitability and limit our ability to recover cost increases through price increases and, unless we are able to control our operating costs, our gross margin may be adversely affected.

Our business could be harmed by changes in consumer preferences and health-related and environmental or sustainability concerns.

Many of our products are used by consumers in connection with our oral care, scratch lotteries and liquor products. Any reduction in consumer demand for those products as a result of environmental, health or personal preference considerations could have a significant impact on our customers and, as a result, on our financial condition and results of operations. This includes the demand for the products that we make, as well as demand for our customer’s products. Additionally, there is increasing concern about the environmental impact of the manufacturing, shipping and/or use of single-use packaging products. For instance, some U.S. municipalities and states and certain other countries have proposed or enacted legislation prohibiting or restricting the sale and use of certain foodservice products and requiring them to be replaced with recyclable or compostable alternatives. If this were to extend to products and industries in which we have customers, the demand for our products could be adversely affected.

Product stewardship and resource sustainability concerns, including the recycling of products and product packaging and restrictions on the use of potentially harmful materials in products, have received increased attention in recent years and are likely to play an increasing role in brand management and consumer purchasing decisions. In addition, changes in consumer lifestyle may result in decreasing demand for certain of our products. Our financial position and results of operations might be adversely affected to the extent that such environmental or sustainability concerns, prohibitions or restrictions on disposable packaging and products or changes in consumer preferences reduce demand for our products.

Increased scrutiny and changing expectations from stakeholders with respect to our environmental, social and governance (“ESG”) practices may result in additional costs or risks.

Companies across many industries are facing increasing scrutiny related to their ESG practices. Investor advocacy groups, certain institutional investors, investment funds and other influential investors are also increasingly focused on ESG practices and in recent years have placed increasing importance on the non-financial impacts of their investments. While our mission is to accelerate the world’s transition to sustainable energy, if our ESG practices do not meet investor or other industry stakeholder expectations, which continue to evolve, we may incur additional costs and our brand, ability to attract and retain qualified employees and business may be harmed.

Government regulations and judicial decisions affecting products we produce or the products contained in the products we produce could significantly reduce demand for our products.

A number of governmental authorities, both in the United States and abroad, have considered, and are expected to consider, legislation aimed at reducing the amount of materials incapable of being recycled or composted. Programs have included, for example, banning or restricting certain types of products, mandating certain rates of recycling and/or the use of recycled materials, imposing deposits or taxes on single-use items (often plastic) and requiring retailers or manufacturers to take back packaging used for their products. Such legislation, as well as voluntary initiatives similarly aimed at reducing the level of single-use packaging waste, could reduce demand for our products. Some consumer products companies, including some of our customers, have responded to these governmental initiatives and to perceived environmental or sustainability concerns of consumers by using only recyclable or compostable containers.

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In addition, changes to health, food and beverage safety regulations could increase costs and may also have a material adverse effect on our sales if, as a result, the public’s attitude towards the end-products for which we provide packaging is substantially affected.

Loss of our key management and other personnel, or an inability to attract new management and other personnel, could impact our business.

We depend on Joseph Funicelli, our Chairman, Chief Executive Officer and President, and other key personnel to operate our business and on our in-house technical experts to develop new products and technologies and to service our customers. The loss of Mr. Funicelli or any of our key personnel could adversely affect our operations. Our success is especially dependent upon continued contributions from Mr. Funicelli, whose leadership, industry reputation, and entrepreneurial background may be difficult to replace at this stage of our business, and the loss of Mr. Funicelli could adversely affect our business plans and results until such time as we could hire a suitable replacement. Competition is intense for qualified employees among companies that rely heavily on engineering and technology, and the loss of qualified employees or an inability to attract, retain and motivate additional highly skilled employees required for the operation and expansion of our business could hinder our ability to successfully conduct research and development activities or develop and support marketable products.

Our capital expenditures may not achieve the desired outcomes or may be achieved at a higher cost than anticipated.

The packaging industry is a capital intensive business. Many of our capital projects are complex, costly and/or implemented over an extended period of time. For example, we intend to use up to $4.5 million from the net proceeds of this offering in order to update equipment and improve productivity in each of our New Jersey and Poland facilities. We also intend to add an additional UniLustre® laminating line in the New Jersey facility.

Adding a new line to one of our manufacturing facilities can be more expensive than we anticipated, or there may be delays in obtaining a new line and having them installed in our facilities. If any of the foregoing occurs, we may experience unanticipated business disruptions, and/or we may not achieve the desired benefits from these capital projects, any of which could adversely affect our results of operations, cash flows and financial condition, and the trading price of our common stock. In addition, disputes between us and contractors who are involved with implementing capital projects could lead to time-consuming and costly litigation.

We could be adversely affected by strikes and other union activity.

We employ members of the United Food & Commercial Workers Union/International Chemical Workers Union Council Local #195T. We are subject to a collective bargaining agreement with the United Food & Commercial Workers Union/International Chemical Workers Union Council Local #195T that expires in November 2023. We may also become subject to additional collective bargaining agreements. A strike by one or more of the unions that provide personnel essential to the manufacturing of our products could delay or halt our ongoing manufacturing activities. Such a halt or delay, depending on the length of time involved, could cause delays in manufacturing and shipment of our product to customers and end-users, thereby adversely affecting our revenues.

If we are unable to develop new products or stay abreast of changing technology in our industry, our profits may decline.

We operate in mature markets that are subject to high levels of competition. Our future performance and growth depends on innovation and our ability to successfully develop or license capabilities to introduce new products and product innovations or enter into or expand into adjacent product categories, sales channels or countries. Our ability to quickly innovate in order to adapt our products to meet changing customer demands is essential, especially in light of ecommerce and direct-to-consumer channels significantly reducing the barriers for even small competitors to quickly introduce new products directly to customers. The development and introduction of new products require substantial and effective research and development and demand creation expenditures, which we may be unable to recoup if the new products do not gain widespread market acceptance.

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In addition, effective and integrated systems are required for us to gather and use consumer data and information to successfully market our products. New product development and marketing efforts, including efforts to enter markets or product categories in which we have limited or no prior experience, have inherent risks, including product development or launch delays. These could result in us not being the first to market and the failure of new products to achieve anticipated levels of market acceptance. If product introductions or new or expanded adjacencies are not successful, costs associated with these efforts may not be fully recouped and our results of operations could be adversely affected. In addition, if sales generated by new products cause a decline in sales of our existing products, our financial condition and results of operations could be materially adversely affected. Even if we are successful in increasing market share within particular product categories, a decline in the markets for such product categories could have a negative impact on our financial results. In addition, in the future, our growth strategy may include expanding our international operations, which could be subject to foreign market risks, including, among others, foreign currency fluctuations, economic or political instability and the imposition of tariffs and trade restrictions, which could adversely affect our financial results.

Our business is subject to frequent and sometimes significant changes in technology, and if we fail to anticipate or respond adequately to such changes, or do not have sufficient capital to invest in these developments, our profits may decline. Our future financial performance will depend in part upon our ability to develop new products and to implement and utilize technology successfully to improve our business operations. We cannot predict all the effects of future technological changes. The cost of implementing new technologies could be significant, and our ability to potentially finance these technological developments may be adversely affected by our debt servicing requirements or our inability to obtain the financing we require to develop or acquire competing technologies.

We may be unsuccessful in making and integrating mergers, acquisitions and investments, and completing divestitures.

We acquired our printing facility in Poland in July 2021, and we may acquire, invest in or sell, or enter into joint ventures with additional companies. We may not be able to identify suitable targets or purchasers or successfully complete suitable transactions in the future, and completed transactions may not be successful. These transactions create risks, including, but not limited to, risks associated with:

•        disrupting our ongoing business, including distracting management from our existing businesses;

•        integrating acquired businesses and personnel into our business, including integrating information technology systems and operations across different cultures and languages, and addressing the economic, political and regulatory risks associated with specific countries;

•        working with partners or other ownership structures with shared decision-making authority;

•        obtaining and verifying relevant information regarding a business prior to the consummation of the transaction, including the identification and assessment of liabilities, claims or other circumstances that could result in litigation or regulatory risk exposure;

•        obtaining required regulatory approvals and/or financing on favorable terms;

•        retaining key employees, contractual relationships or customers;

•        the potential impairment of assets and goodwill;

•        the additional operating losses and expenses of businesses we acquire or in which we invest;

•        incurring substantial indebtedness to finance an acquisition or investment;

•        implementing controls, procedures and policies at companies we acquire; and

•        the dilution of interests of holders of our common stock through the issuance of equity securities.

Mergers, acquisitions and investments may not be successful and may adversely affect our results of operations, cash flows and financial condition, and the trading price of our common stock. Among the benefits we expect from potential, as well as completed, acquisitions and joint ventures are synergies, cost savings, growth opportunities or access to new markets (or a combination thereof), and in the case of divestitures, the realization of proceeds

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from the sale of businesses and assets to purchasers that place higher strategic value on these businesses and assets than we do. For acquisitions, our success in realizing these benefits and the timing of realizing them depend on the successful integration of the acquired businesses and operations with our business and operations. Even if we integrate these businesses and operations successfully, we may not realize the full benefits we expected within the anticipated timeframe, or at all, and the benefits may be offset by unanticipated costs or delays.

We may not be successful in obtaining, maintaining and enforcing our intellectual property rights, including our unpatented proprietary knowledge and trade secrets, or in avoiding claims that we infringed on the intellectual property rights of others.

In addition to relying on the intellectual property rights granted under the laws of the United States and other jurisdictions, we rely on unpatented proprietary knowledge and trade secrets and employ various methods, including confidentiality agreements with employees and third parties, to protect our knowledge and trade secrets. However, while we believe that relying on our unpatented proprietary knowledge and trade secrets does not pose a material risk to us, these precautions and our trademarks may not afford complete protection against infringement, misappropriation or other violation of our rights by third parties, and there can be no assurance that others will not independently develop the knowledge protected by our trade secrets or develop products that compete with ours despite not infringing, misusing or otherwise violating our intellectual property rights.

We believe that we have sufficient intellectual property rights to allow us to conduct our business without incurring liability to third parties. However, we or our products may nonetheless infringe on the intellectual property rights of third parties, or we may determine in the future that we require a license or other rights to intellectual property rights held by third parties. Such a license or other rights may not be available to us on commercially reasonable terms or at all, in which case we may be prevented from using, providing or manufacturing certain products, services or brands as we see fit. In addition, we may be subject to claims asserting infringement, misappropriation or other violation of third parties’ intellectual property rights seeking damages, the payment of royalties or licensing fees and/or injunctions against the sale of our products or other aspects of our business. If we are found to have infringed, misused or otherwise violated the intellectual property rights of others, we could be forced to pay damages, cease use of such intellectual property rights or, if we are given the opportunity to continue to use the intellectual property rights of others, we could be required to pay a substantial amount for continued use of those rights. Even if we are not found to infringe, misappropriate, or otherwise violate a third party’s intellectual property rights, we could incur material expense to defend against such claims and we could incur significant costs associated with discontinuing to use, provide or manufacture certain products, services or brands, and such defense could be protracted and costly regardless of its outcome. Any of the foregoing could have a material adverse effect on our business and results of operations.

Furthermore, we cannot be certain that the intellectual property rights we do obtain and rely on will not be challenged or invalidated in the future. In the event of such a challenge, we could incur significant costs to defend our rights, even if we are ultimately successful. We also may not be able to prevent current and former employees, contractors and other parties from breaching confidentiality agreements and misappropriating trade secrets or other proprietary information. It is possible that third parties may copy or otherwise obtain and use our information and proprietary technology without authorization or otherwise infringe on our intellectual property rights. Infringement of our intellectual property rights may adversely affect our results of operations and make it more difficult for us to establish a strong market position in countries which may not afford adequate protection of intellectual property rights. Furthermore, others may develop technologies that are similar or superior to our technologies, duplicate our technologies or design around our proprietary processes, and steps taken by us to protect our technologies may not prevent infringement or misappropriation of such technologies. Additionally, we have licensed, and may license in the future, patents, trademarks, copyrights, trade secrets and other intellectual property rights to third parties. While we attempt to ensure that our intellectual property rights are protected when entering into business relationships, third parties may take actions that could materially and adversely affect our rights or the value of our intellectual property rights or reputation. If necessary, we also rely on litigation to enforce our intellectual property rights and contractual rights, and, if not successful, we may not be able to protect the value of our intellectual property rights. Any litigation could be protracted and costly and could have a material adverse effect on our business and results of operations regardless of its outcome.

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Risks Related to this Offering and Ownership of Our Common Stock

Our executive officers and directors, and their affiliated entities, own a significant percentage of our stock and will be able to exert significant control over matters subject to shareholder approval and may take actions that may not be in the best interests of other shareholders.

Our executive officers and directors, together with entities affiliated with such individuals, currently beneficially own approximately 21.6% of our common stock. Following this offering, our executive officers and directors, together with entities affiliated with such individuals, will beneficially own approximately 24.1% of our common stock (approximately 23.4% if the underwriters’ overallotment option is exercised in full). Accordingly, our executive officers and directors will, as a practical matter, continue to be able to significantly influence the direction of our company, including the election of a majority of our directors and the determination of all corporate actions after this offering. This concentration of ownership could delay or prevent a change in control of our company. This concentration of ownership may not be in the best interests of all of our shareholders.

Additionally, Raghunathan Sarma, a former director of our company, currently beneficially owns approximately 60.5% of our common stock. Following this offering, he will beneficially own approximately 38.8% of our common stock. Accordingly, should he join with our executive officers and directors, they will be able to control the outcome of any matter requiring shareholder approval, including the election of our directors, the adoption of amendments to our certificate of incorporation and bylaws and the approval of any merger or sale of substantially all of our assets.

Our failure to meet the continued listing requirements of the NYSE American could result in a delisting of our common stock and could make it more difficult to raise capital in the future.

NYSE has listing requirements for inclusion of securities for trading on the NYSE American, including minimum levels of shareholders’ equity, market value of publicly held shares, number of public shareholders and stock price. There can be no assurance that we will be successful in maintaining our listing on the NYSE American as it is possible that we may fail to satisfy the continued listing requirements, such as the corporate governance requirements or the minimum stock price requirement. If we fail to satisfy the continued listing requirements, the NYSE American may take steps to delist our common stock. Such a delisting, or the announcement of such delisting, will have a negative effect on the price of our common stock and would impair your ability to sell or purchase our common stock when you wish to do so. In the event of a delisting, we may attempt to take actions to restore our compliance with the NYSE American listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the NYSE American minimum listing requirements or prevent future non-compliance with the NYSE American listing requirements. If we do not maintain the listing of our common stock on the NYSE American, it could make it harder for us to raise additional capital in the long-term. If we are unable to raise capital when needed in the future, we may have to cease or reduce operations.

The price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our common stock in this offering.

Our common stock price is likely to be volatile. The stock market has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your common stock at or above the initial public offering price. The market price for our common stock may be influenced by many factors, including:

•        the success of competitive products or technologies;

•        regulatory or legal developments in the United States,

•        the recruitment or departure of key personnel;

•        actual or anticipated changes in our development timelines;

•        our ability to raise additional capital;

•        disputes or other developments relating to proprietary rights, litigation matters and our ability to obtain patent protection for our product candidates in the future should we choose to do so;

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•        significant lawsuits, including shareholder litigation;

•        variations in our financial results or those of companies that are perceived to be similar to us;

•        general economic, industry and market conditions; and

•        the other factors described in this “Risk Factors” section.

If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially. Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our stock to fluctuate substantially. We believe that quarterly comparisons of our financial results are not necessarily meaningful and should not be relied upon as an indication of our future performance.

In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation often has been instituted against that company. Such litigation, if instituted against us, could cause us to incur substantial costs to defend such claims and divert management’s attention and resources.

Because we do not expect to pay dividends for the foreseeable future, investors seeking cash dividends should not purchase shares of common stock.

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our board of directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. Accordingly, investors seeking cash dividends should not purchase our shares.

If securities analysts do not publish research or reports about our business or if they publish negative evaluations of our stock, the price of our stock could decline.

The trading market for our common stock will rely, in part, on the research and reports that industry or financial analysts publish about us or our business. We do not currently have, and may never obtain, research coverage by industry or financial analysts. If no, or few, analysts commence coverage of us, the trading price of our stock would likely decrease. Even if we do obtain analyst coverage, if one or more of the analysts covering our business downgrade their evaluations of our stock, the price of our stock could decline. If one or more of these analysts cease to cover our stock, we could lose visibility in the market for our stock, which in turn could cause our stock price to decline.

An active trading market for our common stock may not develop.

Prior to this offering, no public market has existed for our common stock. The initial public offering price for our common stock will be determined through negotiations with the underwriter. Although this offering will not commence without the approval for the trading of our common stock on NYSE American, an active trading market for our shares may never develop or be sustained following this offering. If an active market for our common stock does not develop, it may be difficult for you to sell shares you purchase in this offering without depressing the market price for the shares, or at all. An inactive market may also impair our ability to raise capital by selling our common stock and may impair our ability to expand our business by using our common stock as consideration in an acquisition.

We may be subject to additional regulatory burdens resulting from our public listing.

We are working with our legal, accounting and financial advisors to identify those areas in which changes should be made to our financial management control systems to manage our obligations as a public company listed on the NYSE American. These areas include corporate governance, corporate controls, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas, including our internal controls over financial reporting. However, we cannot assure holders of our common stock that these and other measures that we might take will be sufficient to allow us to satisfy our obligations as a public company listed on the NYSE American on a timely basis. In addition, compliance with reporting and other requirements applicable to public companies listed on the NYSE American will create

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additional costs for us and will require the time and attention of management. We cannot predict the amount of the additional costs that we might incur, the timing of such costs or the impact that management’s attention to these matters will have on our business.

We will have discretion in the application of the net proceeds from this offering.

We currently intend to allocate the net proceeds received from the offering as described under “Use of Proceeds.” However, we will have discretion in the actual application of such net proceeds, and may elect to allocate net proceeds differently from that described under “Use of Proceeds” if determined by the board of directors of our company to be in our best interests to do so. Shareholders may not agree with the manner in which the board of directors and management choose to allocate and spend the net proceeds. Our failure to apply these funds effectively could have a material adverse effect on our business, financial condition, results of operations and prospects.

We may sell additional common stock or other securities that are convertible or exchangeable into common stock in subsequent offerings or may issue additional common stock or other securities to finance future acquisitions.

We cannot predict the size or nature of future sales or issuances of securities or the effect, if any, that such future sales and issuances will have on the market price of the common stock. Sales or issuances of substantial numbers of common stock or other securities that are convertible or exchangeable into common stock, or the perception that such sales or issuances could occur, may adversely affect prevailing market prices of the common stock. With any additional sale or issuance of common stock or other securities that are convertible or exchangeable into common stock, investors will suffer dilution to their voting power and economic interest in our company. Furthermore, to the extent holders of any stock options or other convertible securities convert or exercise their securities and sell the common stock they receive, the trading price of the common stock may decrease due to the additional amount of common stock available in the market.

We are an emerging growth company and a smaller reporting company and intend to take advantage of reduced disclosure requirements applicable to emerging growth companies, which could make the common stock less attractive to investors.

We are an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012. We will remain an EGC until the earliest to occur of (i) the last day of the fiscal year in which it has total annual gross revenue of $1.235 billion or more; (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of common stock pursuant to the registration statement; (iii) the date on which it has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period; or (iv) the date it qualifies as a “large accelerated filer” under the rules of the SEC, which means the market value of the common stock held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter after it has been a reporting company in the United States for at least 12 months. For so long as we remain an EGC, it is permitted to and intends to rely upon exemptions from certain disclosure requirements that are applicable to other public companies that are not EGCs. These exemptions include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act (“SOX”).

We may take advantage of some, but not all, of the available exemptions available to EGCs. We cannot predict whether investors will find the common stock less attractive if it relies on these exemptions. If some investors find the common stock less attractive as a result, there may be a less active trading market for the common stock and the price of the common stock may be more volatile.

We are also a smaller reporting company, as defined in Rule 405 promulgated under the Securities Act (“SRC”). As an SRC, our company intends to utilize certain reduced disclosure requirements, including publishing two years of audited financial statements instead of three years, as required for companies that do not qualify as an SRC. Our company will remain an SRC until the last day of the fiscal year in which it had (i) a public float that exceeded $250 million or (ii) annual revenues of more than $100 million and a public float that exceeded $700 million. To the extent our company takes advantage of such reduced disclosure obligations, it may make comparison of its financial statements to those of other public companies difficult or impossible.

After our company ceases to be an SRC, it is expected to incur additional management time and cost to comply with the more stringent reporting requirements applicable to companies that are accelerated filers or large accelerated filers, including complying with the auditor attestation requirements of Section 404 of SOX.

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General Risk Factors

War, terrorism, other acts of violence or natural or manmade disasters such as the COVID-19 pandemic and associated responses could adversely impact our business and results of operations.

Our business and supply chain may be adversely affected by instability, disruption or destruction in a geographic region in which it operates, regardless of cause, including war, terrorism, riot, civil insurrection or social unrest, and natural or manmade disasters, including famine, food, fire, earthquake, storm or pandemic events and spread of disease (including the outbreak of COVID-19).

The COVID-19 pandemic has significantly impacted economic activity and markets throughout the world. The pandemic and the measures instituted by governmental authorities and associated responses to the COVID-19 pandemic could adversely impact our business and results of operations in a number of ways, including but not limited to:

•        impacts on our operations, including total or partial shutdowns of one or more of our manufacturing, warehousing or distribution facilities, including but not limited to, as a result of illness, government restrictions or other workforce disruptions;

•        the failure of third parties on which we rely, including but not limited to those that supply our raw materials and other necessary operating materials, co-manufacturers and independent contractors, to meet their obligations to us, or significant disruptions in their ability to do so;

•        a strain on our supply chain, which could result from continued increased retailer and consumer demand for our products;

•        a disruption to our distribution capabilities or to our distribution channels, including those of our suppliers, manufacturers, logistics service providers or distributors;

•        new or escalated government or regulatory responses in markets in which we manufacture, sell or distribute our products, or in the markets of third parties on which we rely, which could prevent or disrupt our business operations;

•        higher employee compensation costs, as well as incremental costs associated with newly added health screenings, temperature checks and enhanced cleaning and sanitation protocols to protect our employees;

•        significant reductions or volatility in demand for one or more of our products, which may be caused by, among other things: lower customer demand as a result of the temporary inability of consumers to purchase items that use our products due to illness, quarantine or other travel restrictions, or financial hardship; customers modifying their inventory, fulfillment or shipping practices; governmental restrictions and business closings; or pantry-loading activity or other changes in buying patterns;

•        a disruption or delay in executing our strategic capital initiatives, due to travel restrictions and/or health and safety concerns limiting access to our sites; and

•        local, regional, national or international economic slowdowns.

The ultimate impact depends on the severity and duration of the current COVID-19 pandemic and actions taken by governmental authorities and other third parties in response, each of which is uncertain, rapidly changing and difficult to predict. Any of these disruptions could adversely impact our business and results of operations. In addition, these and other impacts of the COVID-19 pandemic could have the effect of heightening many of the other risk factors disclosed in this prospectus.

Currency exchange rate fluctuations could adversely affect our results of operations.

Our business is exposed to fluctuations in exchange rates. Although our reporting currency is U.S. dollars, we also operate in Poland and transact in a range of currencies in addition to U.S. dollars. In addition, we are exposed to exchange rate risk as a result of sales, purchases, assets and borrowings (including intercompany borrowings) that are denominated in currencies other than the functional currency of the respective entities. Where possible, we try to minimize the impact of exchange rate fluctuations by transacting in local currencies so as to create natural hedges. There can be no assurance that we will be successful in protecting against these risks. Under certain circumstances in

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which we are unable to naturally offset our exposure to these currency risks, we may enter into derivative transactions to reduce such exposures. Nevertheless, exchange rate fluctuations may either increase or decrease our net revenues and expenses as reported in U.S. dollars. Given the volatility of exchange rates, we may not be able to manage our currency transaction risks effectively, and volatility in currency exchange rates may materially adversely affect our financial condition or results of operations.

Our insurance may not adequately protect us against business and operating risks.

We maintain insurance for some, but not all, of the potential risks and liabilities associated with our business. For some risks, we may not obtain insurance if we believe the cost of available insurance is excessive in relation to the risks presented. As a result of market conditions, premiums and deductibles for certain insurance policies can increase substantially, and in some instances, certain insurance policies are economically unavailable or available only for reduced amounts of coverage. For example, we are not fully insured against all risks associated with pollution, contamination and other environmental incidents or impacts. Moreover, we may not be able to maintain adequate insurance in the future at rates we consider reasonable or to obtain or renew insurance against certain risks. We maintain a high deductible or self-insured retention on many of the risks that we do insure, and we would bear the cost or loss to the extent of the high deductible and self-insured retention. Any significant uninsured liability, or our high deductible or self-insured retention, may require us to pay substantial amounts which would adversely affect our cash position and results of operations.

Breaches of our information systems security measures could disrupt our internal operations.

We depend on information technology for processing and distributing information in our business, including to and from our customers and suppliers. This information technology is subject to theft, damage or interruption from a variety of sources, including malicious computer viruses, security breaches, defects in design, natural disasters, terrorist attacks, power and/or telecommunication failures, employee malfeasance or human or technical errors. Additionally, we can be at risk if a customer’s or supplier’s information technology system is attacked or compromised.

Cybersecurity incidents have increased in number and severity, and it is expected that these trends will continue. We have taken measures to protect our data and to protect our computer systems from attack but these measures may not prevent unauthorized access to our systems or theft of our data. If we or third parties with whom we do business were to fall victim to cyber-attacks or experience other cybersecurity incidents, such incidents could result in unauthorized access to, disclosure or loss of or damage to company, customer or other third party data; theft of confidential data including personal information and intellectual property; loss of access to critical data or systems; and other business delays or disruptions. If these events were to occur, we may incur substantial costs or suffer other consequences that negatively impact our operations and financial results.

Cyberattacks, security, privacy, or data breaches or other security incidents that affect our networks or systems, or those of our service providers, involving our or our customers’ sensitive, personal, classified or confidential information could expose us to liability under various laws and regulations across jurisdictions, decrease trust in us and our products and services, increase the risk of litigation and governmental investigation, and harm to our reputation, business, and financial condition.

Threats to network and data security are constantly evolving and becoming increasingly diverse and sophisticated. Our products and services, as well as our servers and computer systems and those of third parties that we rely on in our operations could be vulnerable to cybersecurity risks. As such, we may be subject to risks inherent to companies that process personal data. An increasing number of organizations have disclosed breaches of their information security systems, some of which have involved sophisticated and highly targeted attacks.

We implement measures to protect sensitive and personal data in accordance with our contracts, data protection laws and consumer laws. However, we may be subject to data breaches involving factors beyond its control, including data breach incidents suffered by third parties with which we contract or interact. Any technical problems that may arise in connection with our data and systems, including those that are hosted by third-party providers, could result in interruptions to our business and operations or exposure to security vulnerabilities. These types of problems may be caused by a variety of factors, including infrastructure changes, intentional or accidental human actions or omissions, software errors, malware, viruses, security attacks, fraud, spikes in customer usage and denial of service issues. From time to time, large third-party web hosting providers may experience outages or other problems that would result in their systems being offline and inaccessible, which could materially impact our business and operations.

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The secure processing, storage, maintenance and transmission of critical customer and business information are vital to our operations and our business strategy, and although we devote significant resources to protecting such information and take what we believe to be reasonable and appropriate measures to protect sensitive information from compromises such as unauthorized access, disclosure, or modification or lack of availability, our information technology and infrastructure may be vulnerable to attacks by hackers or viruses or breached due to employee error, malfeasance or other disruptions. Although we maintain, and is in the process of improving, internal access control mechanisms and other security measures to ensure secure and appropriate access to and storage and use of our sensitive, business, personal, financial or confidential information by anyone including our employees, contractors and consultants, these mechanisms may not be entirely effective or fully complied with internally. We may in the future identify data protection issues requiring remediation and updates to our data security measures and compliance functions. Any misappropriation of sensitive information could harm our relationship with customers and cause us to incur financial liability and reputational harm. If any person, including any of our employees, improperly breaches our network security or otherwise mismanages or misappropriates sensitive data, we could be subject to regulatory actions and significant fines or lawsuits for breaching contractual confidentiality or data protection provisions, which could result in negative publicity, legal liability, loss of customers and damage to our reputation.

Because the techniques used by an individual or a group to obtain unauthorized access, make unwarranted alteration to our data, disable or degrade services, or sabotage systems are often complex, not easily recognizable and evasive, We may not be able to anticipate these techniques and implement adequate preventative measures. Such individuals or groups may be able to circumvent our security measures (including, but not limited to, through the deployment of harmful phishing attacks, malware infection, ransomware, system intrusion, misuse of systems, website defacement, social engineering and denial of service attacks) and may improperly access or misappropriate confidential, proprietary, or sensitive information held by us or on our behalf, disrupt our operations, damage our computers, or otherwise damage our business. Although we have developed or deployed systems and processes that are designed to protect our servers, platform and data, including sensitive data, we cannot guarantee that such measures will be effective at all times. Our efforts may be hindered due to, for example:

•        government surveillance, regulatory requirements or other external events;

•        software bugs or other technical errors or issues;

•        errors or misconduct of employees, contractors or others;

•        the rapidly evolving threat landscape; and

•        inadequate or failed internal processes or business practice.

While we invest resources to protect against or remediate cybersecurity threats or breaches, or to mitigate the impact of any breaches or threats, we may still be subject to potential liability in connection therewith. Actual or perceived breaches of our security could subject us to regulatory investigations and orders, litigation, indemnity obligations, damages, penalties, fines and other costs in connection with actual and alleged contractual breaches, violations of applicable laws and regulations and other liabilities. Any such incident could also materially damage our reputation and harm our business, results of operations and financial condition. Any of the foregoing could subject us to fines, scrutiny and legal actions, which could materially and adversely affect our business, financial condition, results of operations and prospects.

We may be subject to physical, operational and financial risks associated with climate change.

Our physical assets and infrastructure may be subject to risks from volatile and damaging weather patterns. For example, extreme, weather-related events, such as hurricanes, tornados, extreme storms, wildfires, and floods, could result in physical damage to our facilities and lost production. Unpredictable weather patterns also may result in supply chain disruptions and increased material costs. The ability to harvest the virgin fiber used in our manufacturing operations may be limited, and prices for this raw material may fluctuate, during prolonged periods of heavy rain or during tree disease or insect epidemics that may be caused by variations in climate conditions. Other climate-related business risks that we face include risks related to the transition to a lower-carbon economy, such as increased prices for certain fuels, including natural gas; the introduction of a carbon tax; increased regulations; and more stringent and/or complex environmental and other permitting requirements. To the extent that climate-related risks materialize, and we are unprepared for them, we may incur unexpected costs, which could have a material effect on our financial results of operations.

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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements, which involve risks and uncertainties. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believe,” “estimate,” “project,” “anticipate,” “expect,” “seek,” “predict,” “continue,” “possible,” “intend,” “may,” “might,” “will,” “could,” would” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our products, product development, prospects, strategies, the industry in which we operate and potential acquisitions. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.

Forward-looking statements speak only as of the date of this prospectus. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

You should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. All forward-looking statements are based upon information available to us on the date of this prospectus. Important factors that could cause our results to vary from expectations include, but are not limited to:

•        our expenses, future revenue, capital requirements and need for and ability to obtain additional financing;

•        changes in senior management, loss of one or more key personnel or our inability to attract, hire, integrate and retain highly skilled personnel;

•        our ability to avoid and defend against intellectual property infringement, misappropriation and other claims including breaches of security of confidential information;

•        general economic conditions and events, such as the COVID-19 pandemic, the Russia/Ukraine conflicts, and bank defaults and closures, and the impact they may have on us, including increases in inflation rates and rates of interest, supply chain challenges, and increased costs for material and labor;

•        our competition and market development; and

•        the impact of laws and regulations on our operations.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition, business and prospects may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. In addition, even if our results of operations, financial condition, business and prospects are consistent with the forward-looking statements contained in this prospectus, those results may not be indicative of results in subsequent periods.

The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with. Forward-looking statements necessarily involve risks and uncertainties, and our actual results could differ materially from those anticipated in the forward-looking statements due to a number of factors, including those set forth below under “Risk Factors” and elsewhere in this prospectus. The factors set forth below under “Risk Factors” and other cautionary statements made in this prospectus should be read and understood as being applicable to all related forward-looking statements wherever they appear in

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this prospectus. The forward-looking statements contained in this prospectus represent our judgment as of the date of this prospectus. We caution readers not to place undue reliance on such statements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above and throughout this prospectus.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus is a part completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

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USE OF PROCEEDS

We plan on using the net proceeds from this offering to expand our two facilities through additional lines of operation, enhance our research and product development, increase our product marketing and promotion, seek additional sales channels, and fund potential acquisitions of other consumer packaging companies, with the remaining proceeds to be used for working capital and general corporate purposes, including capital expenditures for facility improvements. We expect to receive net proceeds from this offering of 3,000,000 shares of common stock to be approximately $12.95 million, or approximately $15.2 million if the underwriters exercise their option to purchase additional shares of common stock in full, assuming an initial public offering price of $5.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Use of Net Proceeds

  

Amount

  

Percent

Enhance our product manufacturing capabilities(1)

  

$

5,700,000

  

44.0%

Expand our New Jersey and Poland facilities by adding additional lines of operation

  

$

4,500,000

  

34.8%

Fund potential acquisitions of other packaging companies

  

$

1,500,000

  

11.6%

Increase our marketing and promotion and seek additional sales channels

  

$

500,000

  

3.8%

Working capital and other corporate purposes

  

$

750,000

  

5.8%

____________

(1)      Includes, but is not limited to, an upgrade to one of our laminators in Poland to facilitate our UniLustre manufacturing, installation of a new laminator in our U.S. facility, a chiller replacement for our U.S. facility, additional employees to operate our machinery, implementation of updated computer software and construction for the relocation of a new lab. As of the date of this prospectus, we have no binding agreements to acquire any of the foregoing items.

Our expected use of net proceeds from this offering represents our current intentions based upon our present plans and business condition. As of the date of this prospectus, we cannot predict with complete certainty all of the particular uses for the net proceeds to be received upon the completion of this offering or the actual amounts that we will spend on the uses set forth above. Currently we have no binding acquisition agreements.

Each $1.00 increase or decrease in the assumed initial public offering price of $5.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease the net proceeds that we receive from this offering by approximately $____, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions payable by us.

The amounts and timing of our actual expenditures will depend on numerous factors, including the progress of our business growth strategy and the scale achieved by our sales and marketing team, as well as the amount of cash used in our operations. We therefore cannot estimate with certainty the amount of net proceeds to be used for the purposes described above. We may find it necessary or advisable to use the net proceeds for other purposes, and we will have broad discretion in the application of the net proceeds.

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DIVIDEND POLICY

We have not declared or paid any cash dividends on our capital stock since our inception. We intend to retain future earnings, if any, to finance the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of June 30, 2023 as follows:

•        on an actual basis;

•        on a pro forma basis, reflecting the conversion of the Convertible Notes into 181,820 shares of common stock; and

•        on a pro forma, as adjusted basis to give effect to the pro forma transactions listed above and the sale of 3,000,000 shares of common stock in this offering, assuming an initial public offering price of $5.00 per share (which is the midpoint of the price range set forth on the cover page of this prospectus), after deducting the underwriting discounts and commissions and estimated offering expenses payable by us (assuming no exercise of the underwriters’ over-allotment option).

The information set forth in the table below is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering as determined at pricing. You should read the following information together with the information contained under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes appearing at the end of this prospectus.

 

Actual

  

As of June 30, 2023
   

Pro Forma

  

Pro Forma, As Adjusted

Cash and cash equivalents(1)

  

$

404,571

 

  

$

404,571

 

  

$

13,354,571

 

Liabilities:

  

 

  

 

  

 

  

 

  

 

  

 

Long-term debt

  

$

21,062,947

 

  

$

20,562,947

 

  

$

20,562,947

 

Stockholders’ equity:

  

 

  

 

  

 

  

 

  

 

  

 

Common stock, $0.001 par value per share; 100,000,000 shares authorized and 10,375,460 shares issued and outstanding; 100,000,000 shares authorized and 10,557,280 shares issued and outstanding – pro forma; and 100,000,000 shares authorized, 13,557,280 shares issued and outstanding – pro forma, as adjusted

  

$

10

 

  

$

11

 

  

$

14

 

Preferred stock, par value $0.001 per share: 10,000,000 shares authorized; 0 shares issued and outstanding;

  

$

—

 

  

$

—

 

  

$

—

 

Treasury stock, at cost (41,600 shares at $.12)

  

$

(4,992

)

  

$

(4,992

)

  

$

(4,992

)

Additional paid-in capital

  

$

8,898,175

 

  

$

9,398,175

 

  

$

24,398,175

 

Accumulated other comprehensive loss

  

$

(26,944

)

  

$

(26,944

)

  

$

(26,944

)

Accumulated deficit

  

$

(12,390,766

)

  

$

(12,390,766

)

  

$

(14,440,766

)

Total stockholders’ equity (deficit)

  

$

(3,524,517

)

  

$

(3,024,517

)

  

$

9,925,483

 

Total capitalization

  

$

17,538,430

 

  

$

17,538,431

 

  

$

30,488,434

 

____________

(1)      The cash and cash equivalents balances of the actual and pro forma columns both include gross proceeds of $500,000 from the Bridge Financing since such proceeds were recorded as of the closing of the Bridge Financing in December 2022. The cash and cash equivalents balance of the pro forma, as adjusted column gives effect to the sale of 3,000,000 shares of our common stock in this offering at the assumed initial public offering price of $5.00 per share (which is the midpoint of the price range set forth on the cover page of this prospectus), after deducting the underwriting discount and estimated offering expenses payable by us, from which we expect to receive net proceeds of approximately $12,950,000.

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DILUTION

If you purchase shares of our common stock offered in this prospectus, your ownership interest will be diluted to the extent of the difference between the assumed initial public offering price in this offering of $5.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and the adjusted net tangible book value per share of our common stock upon consummation of this offering. As of June 30, 2023, we had a historical net tangible book value of $(3,524,517) or $(0.34) per share of common stock. Our historical net tangible book value per share represents the book value of our total tangible assets less the book value of our total liabilities divided by the number of shares of common stock then issued and outstanding.

Our pro forma net tangible book value, as of June 30, 2023, was $(3,024,517), or $(0.29) per share of our common stock. Pro forma net tangible book value represents the amount of our total tangible assets less our total liabilities, after giving effect to the conversion of the Convertible Notes into 181,820 shares of common stock. Pro forma net tangible book value per share represents pro forma net tangible book value divided by the total number of shares outstanding, as of June 30, 2023, after giving effect to the pro forma adjustments described above.

After giving further effect to our sale of 3,000,000 shares of common stock in this offering, at an assumed initial public offering price of $5.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma, as adjusted net tangible book value as of June 30, 2023 would have been $9,925,483 or $0.74 per share (assuming no exercise of the underwriters’ option to purchase additional shares of our common stock). This represents an immediate and substantial dilution of $4.26 per share to new investors purchasing common stock in this offering. The following table illustrates this dilution per share:

Assumed initial public offering price per share

  

 

  

 

  

$

5.00

 

Net tangible book value per shares as of June 30, 2023

  

$

(0.34

)

  

 

  

 

Increase per share attributable to the pro forma adjustment described above

  

$

0.05

 

  

 

  

 

Pro forma net tangible book value per share as of June 30, 2023

  

 

  

 

  

$

(0.29

)

Increase in pro forma, as adjusted net tangible book value per share attributable to investors purchasing shares of common stock in this offering

  

$

1.03

 

  

 

  

 

Pro forma, as adjusted net tangible book value per share after giving effect to this offering

  

 

  

 

  

$

0.74

 

Dilution per share to new investors in this offering

  

 

  

 

  

$

4.26

 

The dilution information discussed above is illustrative only and may change based on the actual initial public offering price and other terms of this offering.

A $1.00 increase (decrease) in the assumed initial public offering price of $5.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma, as adjusted net tangible book value per share after this offering and dilution per share to investors purchasing common stock in this offering by $0.20, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their over-allotment option in full to purchase additional shares of common stock, the pro forma, as adjusted net tangible book value per share after the offering would be $0.80 per share, assuming an initial public offering price of $5.00 per share, which is the midpoint of the price range on the cover page of this prospectus.

 


Shares purchased

  

Total consideration

  

Average
Price per
Share
   

Number

  

Percent

  

Amount

  

Percentage

  

Existing shareholders

  

10,557,280

  

77.9

%

  

$

9,703,203

  

39.3

%

  

$

0.92

Investors in this offering

  

3,000,000

  

22.1

%

  

$

15,000,000

  

60.7

%

  

 

5.00

Total

  

13,557,280

  

100.0

%

  

$

24,703,203

  

100.0

%

  

$

1.82

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The information relating to existing stockholders in the table above is based on 10,557,280 shares of our common stock outstanding as of the date of this prospectus and gives effect to the conversion of the Convertible Notes into 181,820 shares of common stock.

If we issue additional shares of our common stock in the future, there will be further dilution to investors purchasing shares of common stock in this offering. In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities may result in further dilution to our stockholders.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information presented in our historical combined financial statements and the related notes included elsewhere in this prospectus. In addition to historical information, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources, which involve risks, uncertainties and assumptions that could cause actual results to differ materially from our expectations. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause such differences include those identified below and those described in “Information Regarding Forward-Looking Statements,” “Risk Factors” and “Financial Information.”

Company Overview

We develop, design, manufacture and sell value-added paper and paperboard products for consumer goods packaging that are plastic free and 100% recyclable. Using our proprietary processing technology, we metalize paper without any lamination or film resulting in a custom product with a reflective metallic look or holographic eye-catching design. We believe that our UniLustre® metallizing product line is the only technology currently available to decorate paperboard without the need for an additional plastic substrate. Our products can be utilized to produce a wide variety of packaging that is primarily used for toothpaste, beverage, cosmetic, blister and personal care packaging and extensively in gaming markets for playing cards and lottery tickets. We have provided end-user brand support, through our design and packaging, to leading consumer brands such as Anheuser-Busch, Procter & Gamble, Colgate-Palmolive, Unilever, Church and Dwight, GSK plc, Revlon, Scientific Games, British American Tobacco, R.J. Reynolds Tobacco and other Fortune 500 companies. For the past three years, our UniLustre sales have grown year-over-year, excluding growth from our recent Poland facility acquisition in July 2021, and we have been profitable. We have been in the printing and packaging business for more than 50 years.

Trends and Key Factors Affecting our Results of Operations

Overall, packaging industry production costs are impacted by three major elements: quality, productivity and overall costs. These three factors are not isolated and are issues across the entire chain from designing to printing, converting and packaging. If any portion of the chain is not working as it should, the rest is affected as well, especially in a packaging production’s integrated workflow. In addition, managing brand owners, who are the decision-makers on the packaging, and their expectations can be a challenge, as they want better, faster, more customized and better secured products.

Sustainability is also a major consideration in the packaging industry. Packaging production will need to process more advanced substrates, thinner materials and more demanding designs — all with the same productivity, more flexibility and at the same cost. Ideal waste management means zero-fault packaging. The ability to manage repeat orders and legal regulation changes is required for our continued success as well.

While we make our strategic planning decisions based on the assumption that the markets we are targeting will continue to grow in the long-term, our business is dependent, in large part on, and directly affected by, business cycles and other factors affecting the economy generally. Our industry is effected by general economic conditions and other factors, including consumer spending and preferences, changes in inflation rates and supply chain issues.

Supply Chain Disruptions

A major challenge we may face is a supply shortage of paperboard across the market as a result of the impact of consolidation among suppliers. We do not currently have any supply contracts with any vendors for paperboard. We use paperboard in 100% of our products, so any delay in our supplies can delay our production. Some mills have even placed allocations for all customers, though we have not had to implement this. Due to this lower supply and higher paperboard costs, we passed through some of those additional costs to our customers and end-users through price increases in our products, but paperboard prices have since normalized as of the first quarter of 2023.

Our Poland facility is currently oversold and needs more capacity. We have plans to add significant capital equipment in this facility and our New Jersey facility over the next 18 months to address these issues.

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In addition, as Russia’s conflict with Ukraine goes on, European mills that supply our facility are deeply concerned about the potential energy crisis this conflict creates. The war between these two countries has already brought about higher energy prices and that is expected to continue.

In an effort to mitigate the impact of supply chain disruptions to our operations, in addition to increasing the pricing of certain products commensurate with our costs, we rely on multiple suppliers for all of our films and foils, including both domestic and international suppliers. We prefer domestic suppliers as they have the capability of reacting quickly to changes in the marketplace and absorbing these effects so business can continue as usual. Lead time and cost of transport can have a significant impact on our industry so domestic suppliers’ ability to absorb change because of their close geographical location and resultant uncomplicated supply chain is beneficial to us. Overall, our films are not costly to ship and we do bring in films and foils from foreign suppliers, primarily Turkey and India. Supplies from these countries, in general, present significant cost savings as well as quality benefits. Additionally, we maintain significant inventory for repeat and/or well-forecasted business.

Inflationary Pressures

In an effort to mitigate the impact of inflationary pressures, our memorandum of agreement with PaperWorks Industries, Inc. (“PWI”) includes raw material cost pass-through mechanisms, which mitigate the impact of changes in raw material costs; however, the contractual price changes do not occur simultaneously with raw material price changes. Due to differences in timing between purchases of raw materials and sales to PWI, there is often a “lead-lag” effect during which margins are negatively impacted in periods of rising raw material costs and positively impacted in periods of falling raw material costs. Moreover, many of our sales are not covered by such pass-through mechanisms, and while we also use price increases, whenever possible, to mitigate the effect of raw material cost increases for customers that are not subject to raw material cost pass-through agreements, we often are not able to pass on cost increases to our customers on a timely basis, if at all, and consequently do not always recover the lost margin resulting from the cost increases. While inflation has not stabilized, continued inflation is likely to result in further increases in raw material costs, shipping costs, and internal labor costs, which could impact our future results of operations.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures must be in conformity with U.S. GAAP. These accounting principles require us to make estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenue and expense during the periods presented. We believe that the estimates and judgments upon which we rely are reasonably based upon information available to us at the time that it makes these estimates and judgments. To the extent that there are material differences between these estimates and actual results, our financial results will be affected. The accounting policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results are described below.

The following are not intended to be a comprehensive list of all of our accounting policies or estimates. Our accounting policies are more fully described in “Note 1 — Organization, business and summary of significant accounting policies,” in our financial statements included at the end of this prospectus.

Revenue Recognition

We recognize revenue in accordance with Accounting Standards Codification (“ASC”) 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligation(s) in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligation(s) in the contract; and (5) recognize revenue when or as we satisfy a performance obligation.

Operating Lease right-of-use assets

From time to time, we may enter into operating lease or sub-lease agreements, including our corporate headquarters. We account for leases in accordance with ASC Topic 842: Leases, which requires a lessee to utilize the right-of-use model and to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either financing or operating, with classification affecting the

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pattern of expense recognition in the statement of operations. In addition, a lessor is required to classify leases as either sales-type, financing or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as financing. If the lessor does not convey risk and rewards or control, the lease is treated as operating. We determine if an arrangement is a lease, or contains a lease, at inception and record the lease in our financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor.

Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term. Lease right-of-use assets and liabilities at commencement are initially measured at the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at commencement to determine the present value of lease payments except when an implicit interest rate is readily determinable. We determine our incremental borrowing rate based on market sources including relevant industry data.

We have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct sales-type leases and production equipment classes embedded in supply agreements. From a lessor perspective, the timing and pattern of transfer are the same for the non-lease components and associated lease component and, the lease component, if accounted for separately, would be classified as an operating lease.

We have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments.

Our leases, where we are the lessee, do not include an option to extend the lease term. Our lease does not include an option to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease term would include options to extend or terminate the lease when it is reasonably certain that we will exercise such options.

Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, included as a component of general and administrative expenses, in the accompanying consolidated statements of operations.

Certain operating leases provide for annual increases to lease payments based on an index or rate, our lease has no stated increase, payments were fixed at lease inception. We calculate the present value of future lease payments based on the index or rate at the lease commencement date. Differences between the calculated lease payment and actual payment are expensed as incurred.

Results of Operations

Three and Six Months Ended June 30, 2023 Compared to Three and Six Months Ended June 30, 2022

Results of operations included within this registration statement are those of the Company and any subsidiaries consolidated.

 

Three Months
Ended
June 30,
2023

  

Three Months
Ended
June 30,
2022

  

Six Months
Ended
June 30,
2023

  

Six Months
Ended
June 30,
2022

Sales

  

$

7,692,491

 

  

$

8,483,148

 

  

$

13,999,511

 

  

$

16,210,985

 

Cost of sales

  

 

(6,151,846

)

  

 

(6,738,796

)

  

 

(11,386,234

)

  

 

(13,191,181

)

Gross profit

  

 

1,540,645

 

  

 

1,744,352

 

  

 

2,613,277

 

  

 

3,019,804

 

Total operating expenses

  

 

(846,149

)

  

 

(846,857

)

  

 

(1,645,961

)

  

 

(1,549,089

)

Provision for income taxes

  

 

(14,280

)

  

 

(9,608

)

  

 

(14,280

)

  

 

(33,941

)

Interest expense

  

 

(328,730

)

  

 

(265,207

)

  

 

(568,800

)

  

 

(528,152

)

Net Income

  

$

351,486

 

  

$

622,680

 

  

$

384,236

 

  

$

908,622

 

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Sales.    Total sales were $7,692,491 and $13,999,511 for the three and six months ended June 30, 2023, respectively, compared to $8,483,148 and $16,210,985 for the three and six months ended June 30, 2022, respectively. This decrease of $823,137, or 9.65%, and $2,211,474, or 15.8%, for the three and six months ended June 30, 2023, respectively, was due to market volume decrease driven by global macroeconomic factors that forced end-users and customers to decrease their inventory of raw materials, rather than placing new orders with us, to preserve cash. Given that our business can be affected by the economy as a whole and macroeconomic factors that affect consumers’ demands, our sales volume fluctuates depending on customers’ and end-users’ number of orders, and whether they order roll stock or sheet stock.

For the three months ended June 30, 2023, our sheet volume decreased from approximately 8.2 million lineal feet to approximately 3.8 lineal feet, while our roll order volume increased from approximately 24.6 million to approximately 33.6 million. As shown on the table below, even though our average selling price per lineal feet increased significantly for our sheet orders, sheet order volume also decreased by approximately 53.4%, which offset most of the gains attributed to higher average prices per lineal feet. The decrease in sheet orders is mainly attributed to a decrease of sheet orders from the oral care, general packaging and liquor market segments due to excessive on-hand inventory, which lead to less orders from those customers. Roll stock orders increased due to the increase in orders in the lottery market segment. This decrease in overall volume of sales was not a result of any material change in the product mix of each market segment.

For the six months ended June 30, 2023, our sheet volume decreased from approximately 17.2 million lineal feet to approximately 7.2 million lineal feet, while our roll order volume increased from approximately 42.6 million lineal feet to approximately 59.4 million lineal feet. As shown in the table below, our average selling price per lineal feet for both sheet and roll orders increased, which alleviated some of the impact of the significant decrease of 15.3% in sheet volume orders. This decrease in sheet orders is primarily due to the liquor, general packaging and oral care market segments orders, which were lower during this period due to excessive on-hand inventory by our customers. Our roll stock orders increased by 30%, primarily due to an increase in lottery orders, which are ordered in roll stock. This decrease in sheet order volume was not a result of any material change in the product mix of each market segment.

 

Roll Stock

  

Sheet Stock

Roll Stock LF
(in thousands)(1)

  

Avg. Price
($)/LF(1)(2)

  

Sheet Stock LF
(in thousands)(1)

  

Avg. Price
($)/LF(1)(2)

Three Months Ended June 30, 2023

  

33,585

  

$

0.14

  

3,825

  

$

0.54

Three Months Ended June 30, 2022

  

24,665

  

$

0.14

  

8,215

  

$

0.30

Six Months Ended June 30, 2023

  

59,452

  

$

0.14

  

7,209

  

$

0.50

Six Months Ended June 30, 2022

  

42,655

  

$

0.10

  

17,283

  

$

0.35

____________

(1)      “LF” means the lineal feet sold.

(2)      Represents the average price, expressed in dollars, per 1,000 lineal feet sold.

We have five main market segments: oral care, liquor, general packaging, blister cards, and scratch off state lottery tickets. Our scratch off state lottery tickets sales remained relatively the same at $4.41 million, or 57.4% of total sales, for the three months ended June 30, 2023, compared to $4.37 million, or 51.4% of total sales, in the comparable 2022 period, as scratch off state lottery tickets’ demand is still high nationwide. Further, oral care sales for the three months ended June 30, 2023, were $1.95 million, or 25.4% of total sales, compared to $1.03 million, or 12.2% of total sales, in the comparable 2022 period. This increase in oral care sales was mainly due to new customer orders being delayed from the first quarter to the second quarter due to macroeconomic factors. Blister card sales also increased by approximately 5.3%, which was due to higher demand in that market compared to the same comparable period last year. Further, our liquor packaging and general packaging sales significantly decreased for the three months ended June 30, 2023, by 18.7% and 5.7%, respectively, which decrease was due to general economic conditions and lower demand in such market segments.

During the six months ended June 30, 2023, our oral care, liquor and general packaging market segments had lower demand than usual due to general economic conditions, including high interest rates and potential softening of the economy. Oral care sales decreased by approximately $1.1 million, or 3.6%, due to lower orders from a customer that used inventory on-hand rather than placing new orders with us, and, the liquor market segment had a significant decrease of approximately $2.6 million, which was due to excessive on-hand inventory by our liquor market segment customers. Further, our lottery market segment, which has had high demand for recently, increased by approximately $1.9 million, or 18.7%, due to a significant increase in orders from state lottery ticket customers.

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Generally, our UniLustre sales for the three and six months ended June 30, 2023, increased and accounted for 73.6% and 72.2% of our sales, respectively, while laminated products accounted for 26.4% and 27.9% of our sales for the three and six months ended June 30, 2023, respectively, compared to the three and six months ended June 30, 2022, where our UniLustre sales were 81.1% and 50.8%, respectively, and our laminated product sales accounted for and 18.9% and 49.2% during the three and six months ended June 30, 2022, respectively.

The following table provides a summary of our market segment sales by percentage of sales and sales for the three and six months ended June 30, 2023 and June 30, 2022, respectively:

 

Three Months
Ended
June 30, 2023

  

Three Months
Ended
June 30, 2022

  

Six Months
Ended
June 30, 2023

  

Six Months
Ended
June 30, 2022

Market Segment

  

% of
Sales

  

Sales

  

% of
Sales

  

Sales

  

% of
Sales

  

Sales

  

% of
Sales

  

Sales

Oral Care

  

25.4

%

  

$

1,950,927

  

12.2

%

  

$

1,133,303

  

23.0%

  

$

3,224,945

  

26.6%

  

 

4,317,634

Liquor (UniLustre)

  

2.0

%

  

$

156,373

  

20.7

%

  

$

1,753,414

  

4.1%

  

$

572,636

  

19.7%

  

$

3,198,520

General Packaging

  

1.0

%

  

$

74,592

  

6.7

%

  

$

564,640

  

4.8%

  

$

673,759

  

7.6%

  

$

1,236,962

Blister Cards (UniLustre)

  

14.2

%

  

$

1,096,733

  

9.0

%

  

$

765,268

  

16.2%

  

$

2,269,839

  

12.8%

  

$

2,079,000

Lottery (UniLustre)

  

57.4

%

  

$

4,413,866

  

51.4

%

  

$

4,266,523

  

51.8%

  

$

7,238,332

  

33.2%

  

$

5,378,870

Total

  

100.0

%

  

$

7,692,491

  

100.0

%

  

$

8,483,148

  

100.0%

  

$

13,999,511

  

100.0%

  

$

16,210,985

Cost of Sales.    Total cost of sales was $6,151,846 and $11,386,234 for the three and six ended June 30, 2023, respectively, compared to $6,738,796 and $13,191,181 for the three and six months ended June 30, 2022, respectively, which decreases is due to the proportional decrease of sales. Cost of sales is comprised of direct labor costs, direct materials cost (i.e., cost of goods sold), raw material freight costs and indirect manufacturing costs. These costs generally decrease as sales decrease, since less of each is being utilized and/or purchased. This decrease for the three months ended June 30, 2023, is mainly due to a decrease to direct materials cost from approximately $4.9 million to approximately $4.6 million. Further, indirect manufacturing costs decreased from approximately $1.8 million and $3.6 million to approximately $1.5 million and $3.0 million during the three and six months ended June 30, 2023, respectively. Overall, during the six months ended June 30, 2023, direct materials cost decreased from approximately $9.6 million to $8.3 million. No market segment is significantly more expensive or cheaper to produce, and all of these direct material and indirect manufacturing cost decreases are consistent and proportionate to our decrease in sales.

Research and Development.    Research and development expenses are included in our cost of goods sold figures. We generally obtain these research and developments costs for tax purposes and calculated during the tax period.

Gross Profit.    Gross profit was $1,540,645 and $2,613,277 for the three and six months ended June 30, 2023, respectively, compared to $1,744,352 and $3,019,804 for the same periods of 2022, respectively. The decreases in gross profit of $203,707 and $1,275,452 for the three and six months ended June 30, 2023, respectively, were primarily due to the decrease in sales.

Operating Expenses.    Total operating expenses was $846,149 and $1,645,961 for the three and six months ended June 30, 2023, respectively, compared to $846,857 and $1,549,089 for the three and six months ended June 30, 2022, respectively. Operating expenses are comprised of sales, general and administrative costs, which include, but is not limited to, employees’ wages, employee benefits, general costs associated with our office supplies and others. This slight increase in sales, general and administrative costs during the three months ended June 30, 2023 is mainly due to an increase in spending in human capital for marketing and additional advertising expenses.

Interest Expenses.    Interest expenses was $328,730 and $568,800 for the three and six months ended June 30, 2023, respectively, compared to $265,207 and $528,152 for the three and six months ended June 30, 2022, respectively. The increase of during the three and six months ended June 30, 2023, is mainly due to the new laminating equipment installed during such period. These interest expenses are mainly attributed to the outstanding notes to related parties and others.

Net Income.    Net income was $351,486 and $384,236 for the three and six months ended June 30, 2023, respectively, compared to $622,680 and $908,622 for the three and six months ended June 30, 2022. This decrease in net income was primarily due to the decrease in sales.

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Non-GAAP Financial Measures

To supplement our financial information presented in accordance with U.S. GAAP, management periodically uses certain “non-GAAP financial measures,” as such term is defined under the rules of the SEC, to clarify and enhance understanding of past performance and prospects for the future. Generally, a non-GAAP financial measure is a numerical measure of a company’s operating performance, financial position or cash flows that excludes or includes amounts that are included in or excluded from the most directly comparable measure calculated and presented in accordance with U.S. GAAP. For example, non-GAAP measures may exclude the impact of certain items such as acquisitions, divestitures, gains, losses and impairments, or items outside of management’s control. Management believes that the following non-GAAP financial measure provides investors and analysts useful insight into our financial position and operating performance. Any non-GAAP measure provided should be viewed in addition to, and not as an alternative to, the most directly comparable measure determined in accordance with U.S. GAAP. Further, the calculation of these non-GAAP financial measures may differ from the calculation of similarly titled financial measures presented by other companies and therefore may not be comparable among companies.

EBITDA provides additional insight into our underlying, ongoing operating performance and facilitates period-to-period comparisons by excluding the earnings impact of interest, tax, depreciation and amortization. Management believes that presenting EBITDA is more representative of our operational performance and may be more useful for investors. EBITDA along with a reconciliation to net loss is shown in Other Operating Data within the Results of Operations below.

We use EBITDA to evaluate our operating performance. EBITDA does not represent and should not be considered an alternative to net income as determined by U.S. GAAP, and our calculations thereof may not be comparable to those reported by other companies. We believe EBITDA is an important measure of operating performance and provides useful information to investors because it highlights trends in our business that may not otherwise be apparent when relying solely on U.S. GAAP measures and because it eliminates items that have less bearing on our operating performance. EBITDA, as presented herein, is a supplemental measure of our performance that is not required by, or presented in accordance with, U.S. GAAP. We use non-GAAP financial measures as supplements to our U.S. GAAP results in order to provide a more complete understanding of the factors and trends affecting our business. EBITDA is a measure of operating performance that is not defined by U.S. GAAP and should not be considered a substitute for net (loss) income as determined in accordance with U.S. GAAP.

We reconcile our non-GAAP financial measure to our net income, which is its most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. Our management uses EBITDA as a financial measure to evaluate the profitability and efficiency of our business model. EBITDA is not presented in accordance with U.S. GAAP. EBITDA includes adjustments for provision for income taxes, as applicable, interest income and expense, depreciation, and amortization.

 

Three Months Ended
June 30,

  

Six Months Ended
June 30,

(Dollars in thousands)

  

2023

  

2022

  

2023

  

2022

Net income

  

$

351,486

 

  

$

622,680

 

  

384,236

 

  

908,622

 

Less: Comprehensive adjustment(1)

  

 

(4,482

)

  

 

(1,015

)

  

(6,132

)

  

(4,568

)

Net income

  

 

347,004

 

  

 

621,665

 

  

378,104

 

  

904,054

 

Add: Depreciation and amortization

  

 

261,443

 

  

 

259,149

 

  

520,085

 

  

519,382

 

Add: Interest expense

  

 

328,730

 

  

 

265,207

 

  

568,800

 

  

528,152

 

Add: Income tax expense

  

 

14,280

 

  

 

9,608

 

  

14,280

 

  

33,941

 

EBITDA

  

$

951,457

 

  

$

1,156,629

 

  

1,475,137

 

  

1,986,503

 

____________

(1)      Consists of foreign currency exchange non-cash expenses.

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Table of Contents

Years Ended December 31, 2022 and December 31, 2021

Results of operations included within this registration statement are those of the Company and any subsidiaries consolidated.

 

Fiscal year
ended
December 31,
2022

  

Fiscal year
ended
December 31,
2021

Sales

  

$

30,216,998

 

  

$

24,738,047

 

Cost of sales

  

 

(25,477,200

)

  

 

(20,199,563

)

Gross profit

  

 

4,739,798

 

  

 

4,538,484

 

Total operating expenses

  

 

(2,971,189

)

  

 

(2,736,590

)

Interest expense

  

 

(885,193

)

  

 

(880,209

)

Income tax expense

  

 

(117,111

)

  

 

(168

)

Net income

  

$

766,305

 

  

$

921,517

 

Sales.    Total sales was $30,216,998 for the fiscal year ended December 31, 2022 compared to $24,738,047 for the fiscal year ended December 31, 2021. This increase of $5,478,951, or 22.15%, was primarily due to an increase in the sales volume of our products. Given that our business can be affected by the economy as a whole and macroeconomic factors that affect consumers’ demands, our sales volume fluctuates depending on customers’ and end-users’ orders. Further, although our product prices were higher during the year ended December 31, 2022 than during the year ended December 31, 2021, such increase in prices was offset by an increase in the cost of producing UniLustre and other products because of higher raw material costs, which increase was passed-through to end-users and customers. The overall increase in sales in the year ended December 31, 2022 is attributed to an increase in sales volume in some of our market segments rather than because of any impact of the higher product prices, which was offset by higher raw material costs, or any material changes in the product mix of each market segment. The two market segments that had the most significant changes in sales were the scratch off state lottery tickets and general packaging market segments. Our scratch off state lottery tickets sales percentage increased by 3.4% in the fiscal year ended December 31, 2022, moving from 23.9% of our total sales as of December 31, 2021, to 27.3%, which was due to an overall increase in the demand of scratch off lottery tickets nationwide during such period and a significant increase in scratch off lottery ticket orders from International Gaming Technologies. Further, the general packaging market segment had a significant increase in sales percentage in the fiscal year ended December 31, 2022, of approximately 14%, which was attributed to a general increase in the consumers’ demand for the products in that market segment. Although our liquor and blister card packaging sales decreased for the fiscal year ended December 31, 2022, by 3.4% and 10.4%, respectively, such sales still accounted for an aggregate of 21.5% of our total sales for such period. The decrease in sales in the liquor market segment was mainly due to less demand for our products in that market segment and one specific end-user’s lower sales during the year ended December 31, 2022, while the decrease in sales in the blister cards market segment was due to an overall lower amount of orders from our customers and end-users in that market segment. Oral care sales for the fiscal year ended December 31, 2022, remained relatively stable, decreasing from 39.2% of our total sales in the year ended December 31, 2021, to 35.9% of our total sales in the comparable 2022 period.

 

Roll Stock

  

Sheet Stock

Roll Stock LF (in thousands)(1)

  

Avg. Price ($)/LF(1)(2)

  

Sheet Stock LF (in thousands)(1)

  

Avg. Price ($)/LF(1)(2)

Year Ended December 31, 2022

  

99,782

  

$

0.13

  

30,391

  

$

0.41

Year Ended December 31, 2021

  

98,624

  

$

0.11

  

28,989

  

$

0.41

____________

(1)      “LF” means the lineal feet sold.

(2)      Represents the average price, expressed in dollars, per 100,000 lineal feet sold.

The two market segments that had the most significant changes in sales were the scratch off state lottery tickets and general packaging market segments. Our scratch off state lottery tickets sales percentage increased by 3.4% in the fiscal year ended December 31, 2022, moving from 23.9% of our total sales as of December 31, 2021, to 27.3%, which was due to an overall increase in the demand of scratch off lottery tickets nationwide during such period and a significant increase in scratch off lottery ticket orders from International Gaming Technologies. Further, the general packaging market segment had a significant increase in sales percentage in the fiscal year ended December 31, 2022,

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of approximately 14%, which was attributed to a general increase in the consumers’ demand for the products in that market segment. Although our liquor and blister card packaging sales decreased for the fiscal year ended December 31, 2022, by 3.4% and 10.4%, respectively, such sales still accounted for an aggregate of 21.5% of our total sales for such period. The decrease in sales in the liquor market segment was mainly due to less demand for our products in that market segment and one specific end-user’s lower sales during the year ended December 31, 2022, while the decrease in sales in the blister cards market segment was due to an overall lower amount of orders from our customers and end-users in that market segment. Oral care sales for the fiscal year ended December 31, 2022, remained relatively stable, decreasing from 39.2% of our total sales in the year ended December 31, 2021, to 35.9% of our total sales in the comparable 2022 period.

The following table provides a summary of our market segment sales by percentage of sales and sales amount for both fiscal years ended December 31, 2022, and December 31, 2021, respectively:

Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

 

Fiscal year ended
December 31, 2022

  

Fiscal year ended
December 31, 2021

Market Segment

  

% of Sales

  

Sales

  

% of Sales

  

Sales

Oral Care

  

35.9

%

  

$

10,850,236

  

39.2

%

  

$

9,702,137

Liquor (UniLustre)

  

11.7

%

  

$

3,526,693

  

15.1

%

  

$

3,728,193

General Packaging

  

15.3

%

  

$

4,627,227

  

1.6

%

  

$

400,234

Blister Cards (UniLustre)

  

9.8

%

  

$

2,972,570

  

20.2

%

  

$

4,986,322

Lottery (UniLustre)

  

27.3

%

  

$

8,240,272

  

23.9

%

  

$

5,921,161

Total

  

100.0

%

  

$

30,216,998

  

100

%

  

$

24,738,047

Generally, our UniLustre sales increased year-to-year, and it accounted for 64.1% of our sales, while laminated products accounted for 35.9% of our sales for the fiscal year ended December 31, 2022, compared to 59.2% and 40.8%, respectively, for the fiscal year ended December 31, 2021. In addition to increased sales in the scratch off state lottery tickets and general packaging market segments, there also was a gain attributed to our sales in the European market through our facility in Poland, which added approximately $3.4 million to our total sales for the fiscal year ended December 31, 2022 compared to $2 million from July 2021, the date we acquired the Poland facility, to December 2021.

Cost of Sales.    Total cost of sales was $25,477,200 for the fiscal year ended December 31, 2022 compared to $20,199,563 for the fiscal year ended December 31, 2021, which increase is due to the proportional increase of cost of sales due to higher sales. Cost of sales is comprised of direct labor costs, direct materials cost (i.e., cost of goods sold), raw material freight costs and indirect manufacturing costs. These costs generally rise as sales increase, since more of each is being utilize and/or purchased. This increase for the fiscal year ended December 31, 2022 is mainly due to an increase on direct materials cost from approximately $14.7 million to approximately $18.7 million. Direct materials cost includes costs from both our domestic and international suppliers, which account for 75% and 25%, respectively, of the total cost of sales included in the table above. Further, indirect manufacturing costs increased from approximately $5.4 million to approximately $6.8 million. Both of these direct material and indirect manufacturing cost increases are consistent and proportionate to our increase in sales.

Research and Development.    Research and development (“R&D”) expenses are included in our cost of goods sold figures. We generally obtain these research and developments costs for tax purposes (i.e., R&D tax credits). For the fiscal year ended December 31, 2022, they have not yet been calculated; however, we estimate these R&D expenses to be approximately $650,000 for the fiscal year ended December 31, 2022, which is slightly higher than the $605,296 amount for R&D expenses for the fiscal year ended December 31, 2021. This increase was mainly due to the cost of implementing UniLustre into our Poland facility. A sizable portion of this expense consisted of implementing our UniLustre product testing to the Poland facility.

Gross Profit.    Gross profit was $4,739,798 for the fiscal year ended December 31, 2022, compared to $4,538,484 for the same period of 2021. Our products are categorized in two segments, either laminated and/or non-laminated UniLustre. This increase in gross profit of $201,314 for the fiscal year ended December 31, 2022, or 4.4%, was primarily due to an increase in sales.

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Operating Expenses.    Total operating expenses for the fiscal year ended December 31, 2022, was $2,971,189 compared to $2,736,590, an 8% increase, for the fiscal year ended December 31, 2021. Total operating expenses are comprised of sales, general and administrative costs, and interest expenses, which include, but is not limited to, employee’s wages, employee benefits, general costs associated with our office supplies and others. This slight increase in sales, general and administrative costs, is mainly due to an increase in sales and the corresponding costs associated with such sales. Further, salaries from our management team increased approximately 12% over the comparable period, and our total operating expenses associated with the Poland facility increased, given that the fiscal year ended December 31, 2021, account for less than a full year of such expenses, which further contributed to this increase in total operating expenses.

Interest Expenses.    Interest expense for the year ended December 31, 2022 was $885,193, compared to $880,209 during the same period in 2021. These interest expenses are mainly attributed to the interest expenses related to the Corrected Amended and Restated Consolidated ABL, Pension, Infusion and Rollover Balloon Promissory Note to Raghunathan Sarma (the “Amended and Restated Note”) in the principal amount of $12,579,009 with an interest rate of 6.5% per annum, to which we paid interests in the total amount of $852,985 for the fiscal year ended December 31, 2022, compared to $867,082 for the fiscal year ended December 31, 2021. Additionally, we have other outstanding notes, pursuant to which we paid $32,208 in interest for the fiscal year ended December 31, 2022, compared to $13,127 for the comparable period.

Net Income.    Net income was $766,305 for the fiscal year ended December 31, 2022, and $921,685 in profit for the year ended December 31, 2021. This decrease in net income is mainly due to an increased depreciation expense of $341,734 for the fiscal year ended December 31, 2022, compared to the same period in 2021, which only included depreciation and amortization costs of the Poland acquisition for the period after July 2021, which was when we acquired such facility. The depreciation for the fiscal year ended December 31, 2022, was $1,044,857 compared to $703,123 for the comparable 2021 period, which is equivalent to an increase of 9%, or $341,734.

Non-GAAP Financial Measures

To supplement our financial information presented in accordance with U.S. GAAP, management periodically uses certain “non-GAAP financial measures,” as such term is defined under the rules of the SEC, to clarify and enhance understanding of past performance and prospects for the future. Generally, a non-GAAP financial measure is a numerical measure of a company’s operating performance, financial position or cash flows that excludes or includes amounts that are included in or excluded from the most directly comparable measure calculated and presented in accordance with U.S. GAAP. For example, non-GAAP measures may exclude the impact of certain items such as acquisitions, divestitures, gains, losses and impairments, or items outside of management’s control. Management believes that the following non-GAAP financial measure provides investors and analysts useful insight into our financial position and operating performance. Any non-GAAP measure provided should be viewed in addition to, and not as an alternative to, the most directly comparable measure determined in accordance with U.S. GAAP. Further, the calculation of these non-GAAP financial measures may differ from the calculation of similarly titled financial measures presented by other companies and therefore may not be comparable among companies.

EBITDA provides additional insight into our underlying, ongoing operating performance and facilitates period-to-period comparisons by excluding the earnings impact of interest, tax, depreciation and amortization. Management believes that presenting EBITDA is more representative of our operational performance and may be more useful for investors. EBITDA along with a reconciliation to net loss is shown in Other Operating Data within the Results of Operations below.

We use EBITDA to evaluate our operating performance. EBITDA does not represent and should not be considered an alternative to net income as determined by U.S. GAAP, and our calculations thereof may not be comparable to those reported by other companies. We believe EBITDA is an important measure of operating performance and provides useful information to investors because it highlights trends in our business that may not otherwise be apparent when relying solely on U.S. GAAP measures and because it eliminates items that have less bearing on our operating performance. EBITDA, as presented herein, is a supplemental measure of our performance that is not required by, or presented in accordance with, U.S. GAAP. We use non-GAAP financial measures as supplements to our U.S. GAAP results in order to provide a more complete understanding of the factors and trends affecting our business. EBITDA is a measure of operating performance that is not defined by U.S. GAAP and should not be considered a substitute for net (loss) income as determined in accordance with U.S. GAAP.

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We reconcile our non-GAAP financial measure to our net income, which is its most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. Our management uses EBITDA as a financial measure to evaluate the profitability and efficiency of our business model. EBITDA is not presented in accordance with U.S. GAAP. EBITDA includes adjustments for provision for income taxes, as applicable, interest income and expense and depreciation and amortization.

 

For the year ended December 31,

(Dollars in thousands)

  

2022

  

2021

Net income before comprehensive adjustment

  

$

766,305

 

  

$

921,517

 

Less: Comprehensive adjustment(1)

  

 

(6,600

)

  

 

(14,212

)

Net income

  

 

759,705

 

  

 

907,305

 

Add: Depreciation and amortization

  

 

1,044,857

 

  

 

703,123

 

Add: Interest expense

  

 

885,193

 

  

 

880,209

 

Add: Income tax expense

  

 

117,111

 

  

 

168

 

EBITDA

  

$

2,806,866

 

  

$

2,490,805

 

____________

(1)      Consists of foreign currency exchange non-cash expenses.

Liquidity and Capital Resources

Historically, our primary uses of cash have been to finance working capital needs, debt reduction, and planning for future growth utilizing innovations and technology. We expect that we will be able to meet our needs to fund operations, capital expenditures and other commitments in the next 12 months primarily with our cash and cash equivalents and operating cash flows. We continue to pursue new revenue opportunities to ensure cash flow stream of new sources to meet our obligations.

As of June 30, 2023, our major cash flows consisted of the net cash provided by operating activities of $914,724. The $4,348,995 spent on the purchase of fixed assets was to complete the installation of a new film laminating machine, which cost approximately $3.4 million dollars and was financed by a loan agreement from M&T bank; moreover, we also incurred expenses for planning, excavation, rigging, heavy machinery equipment rental, installation expenses related the installation of the film laminating machine. Further, we also spent around $260,000 to add a trim system, forklift, and bailer, and another $105,000 for facility improvement.

For the fiscal year ended December 31, 2022, our major cash flows consisted of the cash paid for the purchase of fixed assets, which mainly consisted of equipment improvements and assets for our New Jersey and Poland facilities, including parking lot, loading ramps, forklifts, and other facility improvements. Compared to the fiscal year ended December 31, 2021, in which we used $1,246,892 cash for the purchase of fixed assets, most of the cash used in the fiscal year ended December 31, 2022, went to improvements rather than actual purchases of fixed assets, while in the fiscal year ended December 31, 2021, the acquisition of the Poland facility was the main factor driving the cash used for the purchase of fixed assets. For the fiscal year ended December 31, 2022, the improvements to our New Jersey facility accounted for $545,253, or approximately 70% of the total cash used for the purchase of fixed assets, while the Poland facility improvements accounted for $230,675 of the cash used for the purchase of fixed assets, or approximately 30% of the total cash used for the purchase of fixed assets.

We have approximately $18.0 million of outstanding indebtedness. The majority of our indebtedness is made up by related party promissory notes (see “Certain Relationships and Related Party Transactions” below), including the various promissory notes with Raghunathan Sarma dating back to 2010. Mr. Sarma has loaned us an aggregate principal amount of approximately $16.0 million. Repaying the loan amounts may restrict our liquidity and capital resources and may require us to modify, delay or abandon some of our planned future expansions and development, or to otherwise deviate funds from some of these projects to pay the loan amounts instead, which could have a material adverse effect on our business, operating results, financial condition and ability to achieve our intended business objectives.

On September 27, 2021, the Company entered into an equipment financing facility (the “Loan Facility”) with M&T Capital and Leasing Corporation (f/k/a People’s Capital and Leasing Corp.) (“M&T Bank”) pursuant to the terms of, among other documents, a Schedule to a Master Loan and Security Agreement. The Loan Facility provided the Company with an aggregate of $3,434,150 to purchase certain equipment and is secured by such equipment. On May 31, 2022, the Company entered into a commencement letter with M&T Bank (the “Commencement Letter”) in order to lock-in an annual interest rate of 7.39% for the Loan Facility.

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Payments on the Loan Facility are to be made in three installments. The first installment of $664,680 was made on October 20, 2021, with an additional disbursement of $82,100 in 2022. As of the years ended December 31, 2022 and 2021, this first installment and additional disbursement are recorded as a component of Property and equipment and the current and long-term portion of long-term debt in the Company’s consolidated balance sheet. The second installment of $2,355,030 was made upon the receipt of the equipment by the Company in May of 2023. The third and final installment is being processed by M&T bank, which is expected to occur in September of 2023.

We capitalized interest related to the Loan Facility in the amounts of $161,583 and $2,576 for the years ended December 31, 2022 and 2021, respectively. For the three month periods ended June 30, 2023 and 2022, we capitalized interest in the amounts of $63,154 and $7,478, respectively. Pursuant to the terms of the Commencement Letter, the Company paid eight monthly interest only payments of $21,149 from June 2022 through January 2023, and the remainder of the Loan Facility is payable in sixty monthly installments of $68,634, which monthly payments commenced in February 2023. These monthly payments will not materially affect the Company’s ability to meet its working capital requirements.

We will need to raise additional capital to fund our operating expenses, pay our obligations, and grow our company in the future. In the future, and subject to market conditions and other factors beyond our control, we intend to expand our operations in Europe and in the U.S. or neighboring countries. Our current resources may be insufficient to satisfy all of our cash requirements and we may seek to sell additional equity or debt securities or obtain a credit facility. Our future operations may be dependent on our ability to secure additional financing. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. Our current revenue is sufficient to fund our operations in the next twelve months, and to the extent that we need additional capital beyond such period, we intend to secure additional financing.

Bridge Financing

From September 2022 to December 2022, we received gross proceeds of $500,000 from the Bridge Financing, pursuant to the terms of a subscription agreement with seven accredited investors. The convertible notes mature on October 19, 2025 (unless earlier converted) and bear interest at a rate of 10% per annum. The convertible notes will automatically convert (without any action on the part of the holders) upon the effectiveness of this offering into 181,820 shares of our common stock at a conversion price of $2.75 per share. The holders of our convertible notes will own approximately 1.3% of the outstanding shares of our common stock following this offering.

We are using the net proceeds of the Bridge Financing to fund our continuing working capital and capital expenditure requirements leading up to this offering.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Emerging Growth Company Status

The JOBS Act permits an emerging growth company such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We have irrevocably elected to apply this extended transition period and, as a result, we will not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for public entities. Accordingly, our financial statements may not be comparable to other public companies that do not elect the extended transition period.

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BUSINESS

Overview

We develop, design, manufacture and sell value-added paper and paperboard products for consumer goods packaging that are plastic free and 100% recyclable. Using our proprietary processing technology, we metalize paper without any lamination or film resulting in a custom product with a reflective metallic look or holographic eye-catching design. We believe that our UniLustre® metallizing product line is the only technology currently available to decorate paperboard without the need for an additional plastic substrate. This environmentally friendly process, as compared to traditional decorating methods such as laminating, hot stamping or cold foiling, permits customers and end-users to recycle our paperboard with normal paper waste. We believe we are uniquely positioned with our manufacturing facilities in New Jersey, which serves our markets in the United States, Mexico and Canada, and Poland, which covers the European packaging market, to capitalize on the need for environmentally compliant decorated packaging in consumer product markets.

Our products can be utilized to produce a wide variety of packaging that is primarily used for toothpaste, beverage, cosmetic, blister and personal care packaging and extensively in gaming markets for playing cards and lottery tickets. We have provided end-user brand support, through our design and packaging, to leading consumer brands such as Anheuser-Busch, Procter & Gamble, Colgate-Palmolive, Unilever, Church and Dwight, GSK plc, Revlon, Scientific Games, British American Tobacco, R.J. Reynolds Tobacco and other Fortune 500 companies. For the past three years, our UniLustre sales have grown year-over-year, excluding growth from our recent Poland facility acquisition in July 2021, and we have been profitable. We have been in the printing and packaging business for more than 50 years.

Traditionally, decorated products have been laminates of either film and/or paperboard. The film carries the decoration, and the substrate provides the structure to these decorated products. This gives the final package the visual impact we see in today’s marketplace and creates product differentiation. Laminates of this sort are not recyclable, however, which has become a major issue both domestically and abroad. To address that problem, we developed and branded a process that allows our products to not only be 100% recyclable but also improves the visual clarity compared to traditional laminates. We call these products UniLustre® and Holographic UniLustre®. UniLustre products are manufactured with our proprietary technology that renders the final product “film free” and 100% recyclable. This decoration is not only plastic free but uses no chemicals because we only process with water-based additives. We use a vapor deposition of aluminum to achieve the reflection that is seen on our products. Most consumer product companies have committed to converting to recyclable packaging over time, and we believe UniLustre is a compelling option for these companies.

Our products are available in virtually any color and any finish and can be manufactured on substrates ranging from 25 lb. paper/3 mil plastic to 38-point paperboard. We can apply our products to paper, board, plastics or film and can pressure sensitize any product we make. Our customers can select from precision-slit rolls, optically registered sheets or pressure sensitive formats with our branding packages. Our large format capabilities produce rolls of paper up to 72 inches in diameter and 72 inches in width. For these large rolls of paper, we either split the large rolls into narrower rolls or cut the large rolls into sheets for shipment to the customer. Generally, we sell our products to printers and folding carton producers who print our paperboard and form the printed paperboard into folding cartons that will get filled with the product for sale to the consumer. For example, we produce the paperboard that is used for manufacturing the Colgate-Palmolive and Procter & Gamble toothpaste packages.

We are dedicated to minimizing environmental impact, not only during our production, but also throughout our customers’ production, usage and manufacturing cycles as the world continues to respond to sustainability initiatives. We have a history of being environmentally conscious. Our metallized substrates are certified by all the chain of custody agencies, including the Forest Stewardship Council, the Sustainable Forestry Initiative, and the Programme for the Endorsement of Forest Certification. Our UniLustre substrates have been certified by Western Michigan University, which is the industry accepted standard accreditation for recyclable products. Both of our manufacturing facilities are certified by the International Organization for Standardization (ISO).

Since we developed UniLustre in 1995, it has provided the marketplace with an alternative to film and foil laminations and is also 100% recyclable. As end-users have become more environmentally conscious and focused on environmental, social and governance (“ESG”) initiatives over the years, UniLustre has become more popular. We

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have since scaled production so that UniLustre maintains its same standard of sustainability while also maintaining approximately the same cost as many other currently existing packaging materials. Currently, 65% of our business is generated by our sales of UniLustre. Sustainability and ESG, especially in Europe, are in high demand, and we responded to the market by acquiring a printing facility in Poland in July 2021 to satisfy the demand in Europe for sustainable alternatives to film and foil laminations. We incorporated our wholly-owned subsidiary, Unifoil E.U., LLC, in June 2021 to acquire the Poland facility.

We strive to give our customers, which are primarily packaging and printing companies, and in turn, the end-user retailers, the highest levels of customer service by providing high quality products in a timely and cost-effective manner. We operate our business strategically and with broad flexibility to provide both our large and small customers with a wide spectrum of products that they need to successfully run and grow their businesses. We develop custom formulations and respond to market needs with innovative and environmentally friendly solutions.

We work side by side with our customers and frequently, the end-users, to respond to their unique needs and specifications and also help to simulate conditions to predict how our products will perform under real-world manufacturing conditions. It is our intention to provide our customers with packaging that sets them apart from their competition, and, to that end, we collaborate with each of our customers to develop the best options and solutions that are at our disposal without impacting the product differentiation desired for marketing. Our more than 50 years of expertise in commercial printing services, applying highly aesthetic, specialty finishes on paper and plastic substrates, enables us to transform ordinary printing and packaging into an attractive visual experience, making our customers’ products to stand out and show at their best.

Our Business and Growth Strategy

The principal elements of our business and growth strategy are as follows:

Enhance Our Sustainability Initiatives.    Our principal business objective is to enhance our sustainability initiatives with UniLustre® and UltraLustre products and meet the market’s demand for sustainable and environmentally friendly products. We believe that the sustainable characteristics of our products provide us with an opportunity to expand our long-term customer relationships and presence in key markets with current demand trends towards sustainability. In particular, UniLustre, our premium recyclable decorated substrate, is poised for growth with worldwide focus on ESG. We have already successfully converted a portion of our business from laminated products to UniLustre recyclable products. This has allowed us to expand our reach with our new Poland facility, and our global customers are now sourcing their needs from both of our facilities in New Jersey and Poland. We have been experiencing high levels of demand, currently operating with a four to six week backlog of orders, and we had an increase in demand in 2023 both in the United States and Europe for our UniLustre® product line.

Invest in Our Manufacturing Technology.    We believe that within our key markets we have the most comprehensive product line of any major competitor and have a leading position in many of our key products. We expect to achieve long-term growth rates by leveraging our product line, strong product development capabilities and national, and international, geographic presence. An important part of our strategy is to continue making investments in new manufacturing technology in order to upgrade product capabilities, increase capacity lines, improve productivity and reduce overall product cost. Strategic acquisitions and upgrades to our current facilities will continue to be an important complement to our internal growth strategy. From the net proceeds of this offering, we intend to invest approximately $4.5 million into expanding our facilities by adding additional lines of operation.

Accelerate the Marketing of Our Products Globally.    Part of our strategy is to fully leverage the global demand for sustainable, recyclable packaging material by accelerating the marketing of our UniLustre products on a global scale. Currently, Europe is leading the United States with environmental requirements for packaging, but the United States is not too far behind. Many of our customers are multinational and have global needs. We installed additional capacity lines in our New Jersey facility in the second quarter of 2023, and we are planning to expand our Poland facility in the fourth quarter of 2023 and potentially further expand our operations in the U.S. or neighboring countries.

Expand Our Holographic Film Capabilities In-House.    We also have plans to integrate holographic film embossing in the United States as this process is currently outsourced to other specialized firms. Holographic film embossing is more labor and capital intensive than our other products, so contracting this out to a third party has been the most economically efficient way to produce it. We believe bringing this process in-house will increase our profit margins, help us to respond quickly to market demands and help control our supply of holographic materials.

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Continue to Build Strategic Alliances for Production and Marketing.    We intend to build our strategic alliances with printers, end-users and vertically-integrated converters into definitive collaborative business relationships as we continue to scale our business.

The Consumer Packaging Industry

On a global scale, the packaging industry is an economic generator. In a report from The Smithers Group, a global market leader in producing packaging industry reports, entitled “The Future of Global Packaging to 2024” (pub. December 2019), demand for the world packaging industry will reach $1.05 trillion by 2024 with a compound annual growth rate of 2.8%. Asia is the largest market of world packaging consumption, followed by North America and Western Europe. Consumer trends and industry trends for packaging drive this growth rate according to the report.

The United States is one of the fastest-growing packaging markets. Large packaging companies drive investments for innovation and research and development activities in the country in order to provide unique solutions for many packaging challenges. The differential growth across materials and formats drive the fundamental shifts in the packaging industry. In the United States, these differentials are a by-product of the changing consumer behaviors and product innovation within the market.

Packaging solutions are used across various industries, such as food and beverage, cosmetics and healthcare. Packaging has gained significant traction in different industries due to its advantages, such as long shelf-life and durability. Packaging is an all-encompassing industry term for the technology and design work going into protecting or enclosing every sort of product destined for storage, shipping and sales. Packaging also takes in the product manufacturer’s marketing efforts. For consumer product companies, the way they package their products signifies their brand. We believe consumer product companies view the aesthetic qualities of their packaging as an essential part of their marketing.

Every industry has megatrends and overall changes in the marketplace that affect manufacturers’ product placement and presentation. More and more brands are beginning to target niche markets with their packaging. Personalized packaging was a top packaging trend in 2022 as it allowed individuals to identify with a brand’s product.

Our Packaging Products

We offer a wide selection of high-quality, cost effective packaging products. Decorated substrates include paper, paperboard, synthetic papers and plastic. In addition to metallic silver, we are a leading producer of holographic patterns both standard and custom and the leader in registered holographic and registered fresnel lens finishes. We work in close collaboration with our customers and end-users to develop products to meet their unique individual business needs. The major categories of our products include:

UniLustre® products are our proprietary paper and board substrate that delivers visual impact of foil and film laminates with none of the environmental or production challenges. UniLustre lets designers and packaging specifiers create the impactful, dynamic designs that grab consumers’ attention. From a production standpoint, UniLustre prints, scores and folds as easily as paper. UniLustre papers and boards are ideal for cosmetic, personal care, beverage, confection and retail goods packaging due to its leak-proof capabilities. UniLustre is also water-based, as it is manufactured without any chemicals. We believe this product makes point-of-purchase and specialty printing more attractive than other materials on the market.

UniLustre is non-laminated, film-free, solvent-free and recyclable. UniLustre can also be made from post-consumer waste. We believe it satisfies sustainability initiatives of consumer product companies as the materials contribute to source reduction, use less energy and fewer materials and, compared with other packaging products, are less expensive to ship and can significantly reduce a company’s carbon footprint.

UniLustre products are available in metallic silver, stock and custom holographic patterns and with advanced holographic security options. UniLustre can be applied selectively to the substrate through our proprietary process. We can also add color and embossing to design options creating a large array of options for our customers. Additionally, UniLustre can be applied to a variety of paperboard substrates so it is optimal for packaging, cards, POS, signage and displays.

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UniLustre accounted for approximately 59.2% and 64.1% of our sales in 2021 and 2022, respectively. No other single product has accounted for more than 10% of our sales during any of these prior periods.

UltraLustre® products are our proprietary, 100% recyclable, plastic or synthetic substrates that allow us to decorate holographic images directly onto a plastic substrate (such as a plastic cut). The ensuing product is as recyclable as the plastic substrate itself. UltraLustre is ideal to use in in-mold label applications as it obviates the need for adhesive labels, and the absence of lamination alleviates any possibility of curling or wrinkling. We do not believe that any other company has a product equivalent to ours, nor do we believe there is another product that can match UltraLustre’s ability because our product delivers the visual impact of foil and film laminates without the environmental and production challenges. The absence of lamination allows for recycling of the final product and for regrinding of manufacturing rejects. UltraLustre provides designers and packaging specifiers the ability to take their ideas to the next level, and we believe it delivers a true on-shelf marketing advantage.

UltraLustre products are available in metallic silver, stock and custom holographic patterns and with advanced holographic security options. UltraLustre can be applied selectively to the substrate through our proprietary process. We can also add color and embossing to design options creating a large array of options for our customers. These products differ from UniLustre as they are used for synthetic papers and plastic.

Recyclable UltraLustre® products are designed to satisfy the sustainability initiatives of consumer product companies. Recyclable UltraLustre is non-laminated, film-free and compatible with recyclable and regrindable in-mold labeling and in-mold decorating applications. The primary uses for Recyclable UltraLustre are injection molded and blow molded applications. UltraLustre materials contribute to source reduction, use less energy and fewer materials than other packaging products, cost less to ship and can significantly reduce a company’s carbon footprint. UltraLustre, like all of our products, can be used on a variety of substrates between 2- to 36-gauge thicknesses, making it ideal for cups, blow molded containers, transaction cards, tubes, food packaging, signage and displays.

Unifilm®, our traditional film-based product, is available in virtually any color and finish and can be manufactured on substrates ranging from 25 lb. paper/3 mil plastic to 38-point board or plastic and other specialty substrates. Unifilm can be applied to paper, board, plastics or film and pressure sensitizes any product that we make. Unifilm is available in precision-slit rolls, optically registered sheets or pressure sensitive formats.

Uniblock™ provides a solution for printed applications where opacity is paramount. Uniblock is a proprietary, black adhesive compound that seals layers together and eliminates light passing through. Uniblock is ideal for applications such as playing cards, pressure sensitive window signage and opaque barriers.

All of our holographic raw materials are procured from outside suppliers. However, we have capital projects and personnel in place to expand our capabilities by integrating the embossing of holographic films process in-house. The embossing process is expensive to outsource, and it is our intention to manufacture it ourselves, which will add significant margin to our existing business and offer additional reach into emerging opportunities.

Our holographic prints deliver a detailed level of depth and movement in packaging, point-of-purchase displays, shelf signage and other specialty print applications. Our holographic prints can also deliver security and authentication protection for advanced security applications. Our custom holographic patterns are available on all of our UniLustre, UltraLustre and Unifilm products.

Research and Product Development

We have a robust research and product development (“R&D”) program in which we have invested approximately $605,296 in 2021 and expect the same level of investment in 2022. We are known for being a first mover with new packaging processing methods. We focus on product development but also pay attention to our processes and efficiencies so that we can continually improve our capabilities and margins.

We intend to launch several R&D initiatives over the next 24 months. We intend to expand our capabilities in Poland, which will require more equipment, certain testing and qualifications. We also plan to decorate actual materials and the products themselves for certain products such as toothpaste and cosmetic tubes using our recyclable UltraLustre®. We plan to enter into the IML (in-mold label)/IMD (in-mold decorating) market with UltraLustre®. This is the process of labeling or decorating injection-molded plastic parts or components during the injection molding

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cycle. The label becomes an integral part of the final product, creating a fully decorated item at press. Entering into the IML/IMD market will require significant product development. UltraLustre® is currently a small portion of our business, but it is an extremely high margin business, which we believe justifies our increased efforts in this area. We plan to start embossing our holographic prints in-house and build in this integrated (currently purchased) holographic material. This should improve our lead-times as well as increase our profit margins.

Our Sales, Marketing, Customers and End-Users

We employ salespeople in New Jersey, Pennsylvania and Massachusetts, as well as internationally, in Poland and the United Kingdom. Currently, we have five dedicated salespeople. We sell roughly 10% of our products through brokers. We launched our website and digital marketing campaign in the fourth quarter of 2022. Our sales and marketing strategy encompasses two parallel paths. Ideally, we sell to who we consider to be the end-user — for example, Procter & Gamble. We also market our product to “end-users” like Procter & Gamble, such that if we are successful, they will request our product for their contracted printers. We offer pricing to the end-user, which can help our customers eliminate the negotiation and potential markup from a printer. Our aim is to have end-users request our product from their contracted printers. We also sell directly to printers for accounts that they have secured. Regardless of how we market, we always ship directly to and invoice the printer. We do not have formal written agreements with our customers or end-users, except for our memorandum of agreement with PaperWorks Industries, Inc. All other orders are repeat jobs governed by the sales acknowledgment we send to every customer in response to their purchase orders on an individual job basis. Specifically, customers provide us the purchase order and, for every order, we return our sales acknowledgment, which confirms the order’s quantity, price, shipping date and description of product, and contains certain intellectual property provisions, conditions, warranty and other terms customary to this type of service.

Our customers’ orders are either in rolls of paper or sheets of paper, both of which are sold by the lineal foot. Sheets costs more to produce, both because of the process involved to make sheets of paper out of the rolls of paper, but also due to the higher raw material cost associated with the sheets. Further, sheets are generally more expensive to the customer because they can also be holographic, and provide further customization options than when a customer orders rolls of paper. Whenever possible, we pass-through this increased manufacturing cost to our customers. However, because some of the increased costs of producing sheets are not passed through to our customers, when customers’ orders of sheets increase compared to orders of rolls, we are able to capture some of the higher price of sheets and generate more revenue.

We have several payment structures for our salespeople. Some of our salespeople are salaried, some are commission based and others are a blend of salary and commission. Brokers’ rates are individually negotiated based on the order. Depending on location, relationships with the customer, experience, and other factors, we determine which salespeople to assign to each customer. Generally, salespeople are entitled to commissions.

Our two largest product markets are the oral care and scratch off state lottery ticket packaging markets. There is limited consolidation of customers in the scratch off state lottery tickets market, and we currently supply three printers that satisfy 20 different states for their lottery tickets. Though we supply many different printers in the oral care market, most of our sales in this market are to PaperWorks Industries, Inc. In the field of folding carton suppliers, which encompasses single layer cartons that feel similar to cardstock, there has been significant consolidation. We intend to leverage these existing relationships in order to continue to grow in this area. In 2022, approximately 19% of our sales were international. We intend to expand productivity in the international marketplace as we increase the capabilities of our Poland facility.

Our customer base is dispersed across different geographic areas with generally short payment terms. We routinely assess the financial strength of our customers. Our three primary customers in 2022 were PaperWorks Industries, Inc., International Gaming Technologies, and Scientific Games Inc., each of whom accounted for approximately $10,584,000, $4,277,000 and $3,082,000 of our sales, respectively, and accounted for approximately 59% of our sales, collectively, for the year ended December 31, 2022. Our three primary customers in 2021 were PaperWorks Industries, Inc., Scientific Games Inc., and Multipackaging Solutions, each of whom accounted for approximately $9,116,000, $4,895,000 and $1,920,000 of our sales, respectively, and accounted for approximately 65% of our sales, collectively, for the year ended December 31, 2021.

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Below were our top end-users, customers and sales percentages in 2021 and 2022:

End-User

  

Customer

  

Packaging
Market

  

Percentage of
Sales 2021

  

Percentage of
Sales 2022

Procter & Gamble

  

PaperWorks Industries, Inc.

  

Oral Care/Cleaning

  

27.2

%

  

28.7

%

State lottery agencies

  

Scientific Games Inc.

  

Lottery

  

23.9

%

  

10.2

%

State lottery agencies

  

International Gaming Technologies

  

Lottery

  

1.8

%

  

14.2

%

Colgate-Palmolive

  

PaperWorks Industries, Inc.

  

Oral Care

  

4.1

%

  

3.8

%

Oral-B

  

Sunoco LP

  

Blister Cards

  

7.2

%

  

5.8

%

Diageo

  

Multipackaging Solutions/WestRock Company

  

Liquor

  

11.6

%

  

6.4

%

Novartis

  

Colbert Packaging

  

Eye Care

  

5.0

%

  

4.0

%

Anheuser-Busch; Colgate-Palmolive

  

Graphic Packaging International

  

Liquor/Oral Care

  

3.0

%

  

5.7

%

Unilever

  

Mainline

      

2.1

%

  

5.3

%

Our Manufacturing and Distribution

We manufacture our products in large rolls of paper, up to six feet in diameter and up to 72 inches in width, which are either split into narrower rolls or cut into sheets for shipment to the customer. We do not perform any post finishing operations in our facilities, which allows the end-user to tailor our product to the specifications of the consumer product of the end-user. We have two manufacturing facilities, one in New Jersey serving our domestic market and one in Poland covering the European packaging market. We manufacture roughly 90% of our products between our two facilities in New Jersey and Poland and ship to our customers directly. Manufacturing our products in-house allows us the flexibility to alter or adjust our products as needed. It also ensures greater quality control as we inspect our products before shipping them to the end-user. Additionally, we can dictate the responsiveness and customer care that we give all of our customers. We keep our overhead low by avoiding foreign managers which, in turn, increases our profit margins. We are more of a “job shop” in that we perform custom projects for other companies. Essentially, our inventory is more concentrated on raw materials, not finished goods. We manufacture for several repeat customers, but we mainly manufacture to order.

Approximately 10% of our products are distributed through paper brokers. Of this amount, our Poland facility accounts for 8% and our New Jersey facility accounts for 2% of distributed products.

Our Suppliers

We depend on approximately 30 suppliers for all of our raw materials. Additionally, some of our key raw materials, such as paper, are sourced from a single supplier or a relatively small number of suppliers. This could potentially cause interruptions with supplies of our key raw materials. We have no written contracts with our suppliers. Rather, we use purchase orders, and therefore in the event of a supply disruption, the company would have to locate and establish relationships with new suppliers. Approximately 75% of our suppliers are from the United States and account for approximately 75% of our raw material costs.

We prefer domestic suppliers as they have the capability of reacting quickly to changes in the marketplace and absorbing these effects so business can continue as usual. Lead time and cost of transport can have a significant impact on our industry so domestic suppliers’ ability to absorb change because of their close geographical location and resultant uncomplicated supply chain is beneficial to us.

Overall, our films are not costly to ship and we do bring in films and foils from foreign suppliers, primarily Turkey and India. Supplies from these countries, in general, present significant cost savings as well as quality benefits. However, we do maintain multiple suppliers for all of our films and foils.

Because of the impact of COVID-19 and some industry consolidation, the paperboard supply has been tight in the marketplace worldwide. Some mills have even placed allocations for all customers, though we have not had to implement this. This supply shortage and price increase of paperboard has mostly normalized as of the end of the first quarter of 2023.

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Seasonality

We do not have significant seasonality; however, November and December generally have lower output on a monthly basis. November and December have fewer operating days due to the number of non-working days during that period on account of holidays.

Competition and Our Competitive Strengths

We operate in a highly competitive environment, and we face substantial regional competition across our product lines from a number of well-established businesses. Competition is based on several factors, including price, product design, technology and customer service. Our main competitors are Dart Container Corporation, Huhtamäki Oyj, Berry Global Group, Inc., Genpak, LLC, Sonoco Products Company, The Paper Excellence Group and Resolute Forest Products Inc., Stora Enso Oyj, Amcor plc, Sealed Air Corporation, Silgan Holdings Inc., SIG Combibloc Group AG and Elopak UK Limited. Several of these competitors are larger and have greater financial and other resources than us. In addition, several of these competitors may sell other products used by our customers. We believe that we are able compete effectively given our levels of service, speed to market and product design and development capabilities.

We are a high volume, low cost, environmentally conscious producer that is able to satisfy both large and small volume orders with enough capacity to also handle our customer base’s needs. Our main goal is to offer product differentiation, branding and high-quality packing materials without any capital expenditure or tooling costs for our customers or their printers.

We believe that our UniLustre® and UltraLustre® products provide us with an advantage over our competition due to the sustainability of UniLustre® and UltraLustre®, which is one of the reasons we have focused on these two product lines. For instance, alternatives to our products, such as cold foil technology, use a printing press and are not 100% recyclable. Further, our products provide more value to the customer compared to their respective alternatives. Other technologies, such as hot stamping, only decorate 10% of the package, while our metallized substrate technologies have the ability to decorate up to 100% of the package. Sustainability is also present in the amount of film and aluminum used in our products. While we use film in the UniLustre® process, we remove it, regrind it and reclaim it for future usage so that there is zero waste. By applying our chemistry processes to a clear and very thin polyester film, which is then metallized in a vacuum that disperses the aluminum to the product, we minimize the amount of aluminum utilized. By using our methods and technologies, we can cover two football fields worth of packaging with a nominal amount of aluminum.

We believe the following competitive strengths differentiate us from our competitors and drive our success:

•        We offer 100% recyclable, sustainable and repulpable (reusable) substrates.

•        From our certification by Western Michigan University, we are in the forefront for creating sustainable brilliant substrates.

•        Our reach in the United States and Europe offers large consumer product companies the ability to standardize their packaging globally.

•        We have been able to scale UniLustre® such that it is positioned to manufacture at a low cost while selling at a premium.

•        We believe that we have more capacity and capability than any direct competitor in our market.

•        Our management and manufacturing teams are highly experienced, and we have been in the packaging business for more than 50 years.

Intellectual Property and Proprietary Rights

We regard our metallized product technology as proprietary and rely primarily on a combination of trademark and trade secrets laws of general applicability, non-disclosure and confidentiality agreements and other intellectual property protection methods to safeguard our technology and products. Our two high margin products, UniLustre® and UltraLustre®, are both manufactured with our proprietary technology, and all of our employees have signed non-disclosure and confidentiality agreements.

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We have not applied for patents on any of our technology and do not believe this materially impacts our competitiveness. We also rely upon our efforts to design and product new products, and upon improvement of existing products, to maintain a competitive position in the marketplace.

We have obtained five registered trademarks for:

•        “ALUGLAS” — U.S. Trademark Reg. No. 1181075

•        “E.B. — ALUGLAS” — U.S. Trademark Reg. No. 1415664

•        “UNILUSTRE®” — U.S. Trademark Reg. No. 75204282

•        “UNIFOIL” — U.S. Trademark Reg. No. 76078055

•        “ULTRALUSTRE®” — U.S. Trademark Reg. No. 76306659

Governmental Regulation

We are a 100% water-based manufacturer and, as such, not subject to most federal regulations for our manufacturing. We also do not produce any air or ground emissions with our manufacturing and are solvent and hazardous material free. We are currently in compliance with the Environmental Protection Agency pursuant to air quality standards and the New Jersey Department of Environmental Protection, which is the only environmental-related compliance required of us.

A number of governmental authorities, both in the United States and abroad, have considered, and are expected to consider, legislation aimed at reducing the amount of materials incapable of being recycled or composted. Programs have included, for example, banning or restricting certain types of products, mandating certain rates of recycling and/or the use of recycled materials, imposing deposits or taxes on single-use items (often plastic) and requiring retailers or manufacturers to take back packaging used for their products. Such legislation, as well as voluntary initiatives similarly aimed at reducing the level of single-use packaging waste, could reduce demand for our products. Some consumer products companies, including some of our customers, have responded to these governmental initiatives and to perceived environmental or sustainability concerns of consumers by using only recyclable or compostable containers. In addition, changes to health and safety regulations could increase costs and may also have a material adverse effect on our sales if, as a result, the public’s attitude towards the end-products for which we provide packaging is substantially affected.

The Poland facility is currently International Organization for Standardization (“ISO”) certified for food applications. Most of our products in the U.S. have indirect food application and therefore are exposed to very limited regulation. Both facilities are certified by ISO. We are not subject to any regulations by the Food and Drug Administration.

Human Capital

As of September 21, 2023, we had 76 full-time employees, 54 of whom are dedicated to manufacturing, 9 to management, 8 to operations and 5 to sales. We have no part-time employees and we engage 1 consultant. We believe that we maintain good relations with our employees.

Approximately 10 of our current employees are represented under a collective bargaining agreement with the United Food & Commercial Workers Union / International Chemical Workers Union Council Local #195T, which is effective until November 21, 2023.

Properties

We lease a 100,000 square feet manufacturing facility in Fairfield, New Jersey, which also serves as our principal executive offices, as well as 25,000 square feet of warehouse space. This lease has a term expiring in September 2039 with an additional 10 year option, and we pay a monthly rent of $110,339. Additionally, we lease a 44,000 square feet manufacturing and warehouse facility in Gdansk, Poland, which extends through December 31, 2026, pursuant to which we pay $14,167 per month. We anticipate that these manufacturing, warehouse and executive office spaces are sufficient for the near term.

Legal Proceedings

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not currently involved in any material legal proceedings or claims.

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MANAGEMENT

Executive Officers and Directors

Below is a list of our executive officers and directors as of September 21, 2023.

Name

  

Age

  

Position

Joseph Funicelli

  

63

  

Chairman of the Board of Directors, Chief Executive Officer and President

James Bosco

  

64

  

Chief Financial Officer

George Barenholtz

  

86

  

Director

Dennis Sabourin

  

70

  

Director

Tejal Shah

  

54

  

Director Nominee(1)

Leslie J. Goldman

  

78

  

Director Nominee(1)

Dennis Mehiel

  

81

  

Director Nominee(1)

____________

(1)      Directors will be appointed upon effectiveness of this registration statement.

Joseph Funicelli — Chairman, President and Chief Executive Officer

Mr. Funicelli has served as our President and Chief Executive Officer since November 1998 and as Chairman of the board of directors since January 2023. Mr. Funicelli has extensive experience in the packaging industry, which he has gained over his 45-year career with our company while serving in various roles. Mr. Funicelli has built industry alliances with suppliers and customers in an effort to bring a wide range of opportunities to our company. In addition to his extensive management experience, Mr. Funicelli has manufacturing, sales, and accounting experience. As our Chief Executive Officer, Mr. Funicelli is focused on the growth and innovation of our company. Mr. Funicelli’s day-to-day operational leadership of our company and in-depth knowledge of our products make him well qualified to serve on our board of directors.

James Bosco — Chief Financial Officer

Mr. Bosco has served as our Chief Financial Officer since 2014. Prior to joining our company, Mr. Bosco was the Controller at RR Donnelley Financial Inc., a leading provider of innovative software and technology-enabled financial regulatory and compliance solutions, from 2007 to 2014. Mr. Bosco has 32 years of accounting experience with both public and private manufacturing companies. Mr. Bosco also has extensive experience with overseeing reporting and compliance pursuant to the Sarbanes-Oxley Act. Due to his extensive accounting experience, Mr. Bosco has developed internal and external auditing skills. He received a B.S. degree in economics from Montclair State University and an Associate degree in accounting from Bergen Community College. Mr. Bosco has a CPA qualification.

George Barenholtz — Director

Mr. Barenholtz has served as a director of our company since July 2000. Mr. Barenholtz served as Chairman of the board of directors from January 2001 to January 2023. Mr. Barenholtz is currently the President of Bar-Bar, Inc., a marketing and consulting company, and has served in that role since June 2000. Bar-Bar Inc. has served as a consultant to the Company since January 2001. Mr. Barenholtz has extensive experience in the manufacturing industry having been the Chairman and Chief Executive Officer of a manufacturer and marketer of specialty surgical products from April 1987 to June 1993 and as the Chief Executive Officer and co-founder of an exclusive distributor of advanced products for treating special fractures from June 1978 to July 1983. In addition, Mr. Barenholtz has worked in the real estate industry as a real estate developer and investor, having set up five real estate oriented investor groups which purchased and managed multiple real estate projects in the State of New Jersey. Mr. Barenholtz holds a B.Sc. degree in engineering from the University of Alberta, a M.S. degree in chemistry from Case Western Reserve University and an MBA degree in marketing from the Baruch School of Business. Mr. Barenholtz provides decades of experience in leading and managing manufacturing and product development businesses, and his service as a board member and investor in companies, make him well qualified to serve on our board of directors.

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Dennis Sabourin — Director

Mr. Sabourin has served as a director of our company since November 2022. Mr. Sabourin is currently Of Counsel at the law firm Rabner Baumgart Ben-Asher & Nirenberg, PC, where he has been an attorney since June 1994. Mr. Sabourin has experience with private placement offerings, represented companies and individual senior executives of national and international companies with regard to negotiating employment contracts and negotiating employment terminations, and counseled public companies in other various matters throughout his career. Mr. Sabourin holds a B.A. degree from the University of Vermont, a J.D. degree from the University of Pittsburgh and a Master of Laws in taxation from the University of Florida. Mr. Sabourin is not considered independent due to his transactional relationship with Mr. Sarma as his tax attorney. Mr. Sabourin is well qualified to serve as a director of our company due to his working experience with public companies and corporate governance.

Tejal Shah — Director

Ms. Shah will join our board of directors upon effectiveness of this registration statement. Ms. Shah is the founder of, and since May 2019, has been the Managing Principal of Congruent Advisory Services LLC, through which she provides interim chief financial officer services and a wide range of consulting services, assisting private companies in their transition to becoming publicly traded companies, and helping companies prepare financial statements for SEC filings and improve their audit procedures. Prior to launching Congruent Advisory Services LLC, Ms. Shah served as Corporate Controller of Itafos Inc., a vertically integrated phosphate fertilizer business that is listed on TSX.V, where she was responsible for preparing their quarterly and annual filings with the TSX.V, and the company’s financial reporting processes, from February 2018 to April 2019. Ms. Shah also served as an independent consultant from January 2016 to December 2017, during which time she assisted in the bankruptcy of a public company as the accounting and reporting advisor to such company. Ms. Shah’s professional background also includes various finance roles and Big 5 public accounting experience. Ms. Shah holds a MBA degree from Rice University, a Bachelor in Commerce in Auditing & Accounting from the University of Bombay (India) and a Diploma in Information Systems Management from the National Institute of Information & Technology (India). Ms. Shah is a CPA in the U.S., Chartered Global Management Accountant (CGMA) and a Chartered Accountant (CPA equivalent) in India. Ms. Shah is also a member of the American Institute of Certified Public Accountants and the Texas State Board of Public Accountancy. Ms. Shah’s experience advising a broad array of companies and her expertise in financial and operational management, accounting, financial reporting and SEC filings make her well qualified to serve on our board of directors.

Leslie J. Goldman — Director

Mr. Goldman will join our board of directors upon effectiveness of this registration statement. Since September 2019, Mr. Goldman has served as Senior Vice President and General Counsel at Northwest Biotherapeutics, Inc., a publicly held clinical stage biotechnology company. Prior to this, Mr. Goldman was a partner at the law firm of Skadden, Arps, Slate, Meagher & Flom LLP for over 30 years, specializing in a wide array of advanced technologies and their commercialization. Mr. Goldman also serves as an advisor to a number of other technology companies. Mr. Goldman received a B.A. degree in English from the University of Michigan in 1967 and a J.D. degree from the University of Michigan in 1970. Mr. Goldman’s business and legal experience, along with his directorship experience, makes him well qualified to serve on our board of directors.

Dennis Mehiel — Director

Mr. Mehiel will join our board of directors upon effectiveness of this registration statement. Mr. Mehiel has served as the Chairman and Chief Executive Officer of U.S. Corrugated, Inc since 2006. Mr. Mehiel was also the former Chairman and Chief Executive Officer of Sweetheart Cup Company, the nation’s former largest manufacturer of institutional food service disposables, from 1998 until it merged with its competitor Solo Cup Company in 2004. Prior to his tenure with Sweetheart Cup, Mr. Mehiel was the Chairperson and Chief Executive Officer of Box USA, a manufacturing and packaging company, which he founded in 1966 and subsequently sold to International Paper in 2004. Further, since July 1966, Mr. Mehiel has acted as the Managing Member of Four M Investments, LLC, which is a family office that focuses its investments in packaging, technology and food service industries. Additionally, Mr. Mehiel also currently serves as the Chairperson of the board of directors of McKinley Packaging Company, a green-centered paper and packaging private company. Mr. Mehiel served in the Army and attained the rank of Private First Class before pursuing a business career. Mr. Mehiel’s business experience in the manufacturing and packaging company makes him well qualified to serve on our board of directors.

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Family Relationships

There are no family relationships among any of our executive officers or directors.

Involvement in Certain Legal Proceedings

None of our directors or executive officers has, during the past ten years:

•        been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

•        had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

•        been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

•        been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

•        been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

•        been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Composition of Our board of directors

Upon the effectiveness of this offering, our board of directors will consist of 6 members.

Director Independence

The NYSE American company guide requires that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominations committee be independent, or, if a listed company has no nominations committee, that director nominees be selected or recommended for the board’s selection by independent directors constituting a majority of the board’s independent directors. The NYSE American company guide further requires that audit committee members satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act and that compensation committee members satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act.

Our board of directors has determined that all members of the board of directors, except Mr. Funicelli, Mr. Barenholtz and Mr. Sabourin, are independent directors, as defined under applicable NYSE American rules. In making such determination, our board of directors considered the relationships that each such non-employee director has with our company and all other facts and circumstances that our board of directors deemed relevant in determining his or her independence, including the beneficial ownership of our common stock by each non-employee director.

Prior to the effectiveness of this offering, we expect that the composition of our committees will comply with all applicable requirements of NYSE American and the rules and regulations of the SEC.

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Board Committees

Our board of directors will establish an audit committee, a compensation committee, and a nominating and corporate governance committee, each of which will operate pursuant to a charter to be adopted by our board of directors and will be in place upon the effectiveness of this offering. Upon the effectiveness of this offering, the composition and functioning of all of our committees will comply with all applicable requirements of the Sarbanes-Oxley Act of 2002, NYSE American, and SEC rules and regulations.

Audit Committee

Upon the effectiveness of this offering, we will establish an audit committee of the board of directors. As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are only required to have at least two members of the audit committee under the NYSE American listing standards, all of whom must be independent, subject to certain phase-in provisions. Tejal Shah and Leslie J. Goldman will serve as members of our audit committee, and both meet the independent director standard under national exchange listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Ms. Shah will serve as chairperson of our audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Ms. Shah qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

Upon effectiveness of this registration statement, we will adopt an audit committee charter, which will detail the purpose and principal functions of the audit committee, including:

•        appoint, compensate, and oversee the work of any registered public accounting firm employed by us;

•        resolve any disagreements between management and the auditor regarding financial reporting;

•        pre-approve all auditing and non-audit services;

•        retain independent counsel, accountants, or others to advise the audit committee or assist in the conduct of an investigation;

•        seek any information it requires from employees-all of whom are directed to cooperate with the audit committee’s requests-or external parties;

•        meet with our officers, external auditors, or outside counsel, as necessary; and

•        oversee that management has established and maintained processes to assure our compliance with all applicable laws, regulations and corporate policy.

Compensation Committee

Upon the effectiveness of this offering, we will establish a compensation committee of the board of directors. Leslie J. Goldman and Dennis Mehiel will serve as members of our compensation committee. Under the national exchange listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent, subject to certain phase-in provisions. Both Mr. Goldman and Mr. Mehiel meet the independent director standard under national exchange listing standards applicable to members of the compensation committee. Mr. Mehiel will serve as chairperson of the compensation committee.

Upon effectiveness of this registration statement, we will adopt a compensation committee charter, which will detail the purpose and responsibility of the compensation committee, including:

•        discharge the responsibilities of the board of directors relating to compensation of the our directors, executive officers and key employees;

•        assist the board of directors in establishing appropriate incentive compensation and equity-based plans and to administer such plans;

•        oversee the annual process of evaluation of the performance of our management; and

•        perform such other duties and responsibilities as enumerated in and consistent with compensation committee’s charter.

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The charter will permit the committee to retain or receive advice from a compensation consultant and will outline certain requirements to ensure the consultants independence or certain circumstances under which the consultant need not be independent. We have not retained such a consultant.

Nominating and Governance Committee

Upon the effectiveness of this offering, we will establish a nominating and governance committee of the board of directors that will be comprised of independent directors. Leslie J. Goldman and Dennis Mehiel will serve as members of our nominating and governance, with Mr. Goldman as chairperson. Both Mr. Goldman and Mr. Mehiel meet the independent director standard under national exchange listing standards.

Upon effectiveness of this registration statement, we will adopt a nominating and governance committee charter, which will detail the purpose and responsibilities of the nominating and governance committee, including:

•        assist the board of directors by identifying qualified candidates for director nominees, and to recommend to the board of directors the director nominees for the next annual meeting of shareholders;

•        lead the board of directors in its annual review of its performance;

•        recommend to the board director nominees for each committee of the board of directors; and

•        develop and recommend to the board of directors corporate governance guidelines applicable to us.

Risk Oversight

Our audit committee will be responsible for overseeing our risk management process. Our audit committee will focus on our general risk management policies and strategy, the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. Our board of directors is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

Code of Business Conduct and Ethics

Upon effectiveness of this offering, we will adopt a Code of Business Conduct and Ethics, or the “Code of Conduct,” applicable to directors, executive officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Conduct will be available on the Investor Relations portion of our website at www.unifoil.com. The nominating and corporate governance committee of our board of directors will be responsible for overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for employees, executive officers and directors. In addition, we intend to post on our website all disclosures that are required by law or the listing standards of NYSE American concerning any amendments to, or waivers of, any provision of the Code of Conduct.

Promotors and Control Persons

In 2009, Raghunathan Sarma (“Sarma”), our largest stockholder, and his wife, Gaile Sarma (Sarma and Gaile Sarma together, the “Sarmas”), were issued notices of deficiency (the “Notices”) from the Internal Revenue Service (the “IRS”) concerning the disallowance of a $77.6 million loss deduction they reported in their joint tax returns in 2001 which impacted their federal income tax returns in the years 2001 through 2004. The loss deduction related to the purchase and sale of foreign currency positions in three interrelated partnerships and the purchase and sale of partnership interests in those partnerships (all in 2001) resulting in the passthrough of the loss deduction to Sarma in large part offsetting gains from the sale by American Megatrends, Inc. (an S corporation in which Sarma owned an approximately 48% interest) of a substantial portion of its assets followed by the redemption of Sarma’s stock in America Megatrends in 2001. In response to the Notices, the Sarmas timely filed a petition in U.S. Tax Court challenging the Notices which eventually resulted in the resolution of certain tax issues other than the loss and a dismissal of the Tax Court case. The dismissal was followed in December of 2009 by the issuance of a series of notices of final partnership administrative adjustment (the “FPAAs”) to the partnerships involved in response to which a timely action challenging the FPAAs was filed in the U.S. District Court for the District of Florida challenging the disallowance of the loss. In 2014, the U.S. District Court, following an 8 day trial, upheld the disallowance of the loss. On appeal to the U.S. Court of Appeals for the 11th Circuit, in November of 2015 the District Court opinion was

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upheld with regard to the disallowance of the loss. In December of 2016, deficiency notices were issued to the Sarmas based upon the disallowance of the loss. The Sarmas timely filed petitions with the U.S. Tax Court challenging the deficiencies. Cross motions were filed for summary judgment. In December of 2018 the Tax Court ruled that the statute of limitations did not apply to bar the deficiencies at issue in the second Tax Court proceeding and ruled in favor of the IRS. In 2019, the Sarmas timely filed a motion for reconsideration of the Tax Court’s opinion en banc which was denied followed by an appeal to the U.S. Court of Appeals for the 11th Circuit which denied the appeal, upholding the Tax Court opinion in August of 2022. At this time the Sarmas have paid as a deposit against the tax liability the sum of $15,000,000 and are awaiting a final assessment from the IRS at which point it is expected that a request for an abatement of interest will be filed. The final amount owed by the Sarmas is not determinable at this point in time.

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EXECUTIVE COMPENSATION

Named Executive Officers

Our named executive officers are Joseph Funicelli and James Bosco.

Compensation of our Executive Officers for 2022 and 2021

Summary Compensation Table

The following table contains information about the compensation paid to or earned by each of our Named Executive Officers during the most recently completed fiscal year.

Name and Principal Position

  

Year

  

Salary
($)

  

Stock
Awards
($)

  

Option
Awards
($)

  

Non-Equity
Incentive Plan
Compensation
($)

  

All
Other
Compensation
($)(1)

  

Total
Compensation
($)

Joseph Funicelli

  

2022

  

306,121

  

—

  

—

  

—

  

43,000

  

349,121

President and
Chief Executive Officer

  

2021

  

299,901

  

—

  

—

  

—

  

3,000

  

302,901

James Bosco

  

2022

  

151,000

  

—

  

—

  

—

  

5,000

  

156,000

Chief Financial Officer

  

2021

  

138,558

  

—

  

—

      

3,000

  

141,558

____________

(1)      “All Other Compensation” for Mr. Funicelli and Mr. Bosco consist of their year-end bonus for services as executive officers of the Company for the years ended December 31, 2022 and 2021, respectively.

Employment Agreements with Executive Officers

Joseph Funicelli

The Company entered into an employment agreement with Joseph Funicelli on January 1, 2008 (the “Funicelli Agreement”), which was amended and restated on January 10, 2023. Pursuant to Mr. Funicelli’s employment agreement, he will serve as the Company’s Chief Executive Officer and receive a yearly salary of $306,121. Mr. Funicelli’s employment shall continue until December 10, 2027, or three (3) years following a Change In Control (as defined in the Funicelli Agreement) provided that, on December 10, 2025 and each December 10 thereafter the term shall extend one year such that at all times on December 10 there shall be at least three (3) years of employment remaining.

Mr. Funicelli’s salary shall be reviewed at least annually by our board of directors and may be increased by such amount it determines, provided that the minimum increase each year shall be the greater of (a) three and one half percent (3.5%) per annum or (b) the increase of the consumer price index for the “All Urban Consumers — New York — Northern New Jersey — Long Island Area” during the employment term. Mr. Funicelli’s salary may not be decreased during his employment term.

Mr. Funicelli is entitled to receive a quarterly bonus for each calendar year of employment. Any additional bonus, the amount and terms, shall be determined in the sole discretion of the Company’s compensation committee. Mr. Funicelli shall be eligible to receive equity awards under the Company’s equity incentive plan or any successor plan, as determined by the compensation committee. Mr. Funicelli will be entitled to a transaction bonus, as calculated pursuant to the Funicelli Agreement, upon a Change In Control. The transaction bonus is not based on any performance metrics.

Mr. Funicelli’s employment may be terminated by either the Company or Mr. Funicelli at any time and for any reason provided that either party shall be required to give the other party at least one hundred eighty (180) days advance written notice of any termination. Upon termination of Mr. Funicelli’s employment, Mr. Funicelli shall be entitled to the compensation and benefits accrued at the time of termination.

The Company may terminate Mr. Funicelli’s employment for Cause or Mr. Funicelli may terminate Without Good Reason (as each are defined in the Funicelli Agreement). Termination of Mr. Funicelli’s employment shall not be deemed for Cause unless and until the Company delivers to Mr. Funicelli a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the board of directors (after reasonable written notice is provided to Mr. Funicelli and Mr. Funicelli is given an opportunity, together with counsel, to be heard before the

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board of directors), describing the specifics of the conduct that is the basis for the finding that Mr. Funicelli is being terminated for Cause. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, Mr. Funicelli shall have ten (10) business days from the delivery of written notice by the Company within which to cure any acts constituting Cause; provided however, that, if the Company reasonably expects irreparable injury from a delay of ten (10) business days, the Company may give Mr. Funicelli notice of such shorter period within which to cure as is reasonable under the circumstances, which may include the termination of Mr. Funicelli’s employment without notice and with immediate effect. Upon termination for Cause, Mr. Funicelli will be paid all accrued salary and bonus compensation to the extent earned as well as any vested or earned benefits under any plans of the Company that Mr. Funicelli is a participant of.

If termination for Good Reason (as defined in the Funicelli Agreement) is initiated by Mr. Funicelli, he cannot terminate employment unless he has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within thirty (30) days of the initial existence of such grounds. The Company shall have at least thirty (30) days from the date on which such notice is provided to cure such circumstances. If Mr. Funicelli does not terminate employment for Good Reason within thirty (30) days after the first occurrence of the applicable grounds, then he will be deemed to have waived the right to terminate for Good Reason with respect to such grounds. In the event Mr. Funicelli terminates his employment for Good Reason he shall have the right to pursue payments of amounts owed to him including damages or expenses he incurs by reason of the Good Reason including a recoupment of any reduction in salary.

In addition, if Mr. Funicelli is terminated for Cause or Without Good Reason, he shall be entitled to receive severance as follows: (i) any accrued but unpaid salary payments to be paid on the payment date following the termination; (ii) any declared but unpaid bonuses and vacation days up to the termination date; (iii) reimbursement for any business expenses properly incurred by Mr. Funicelli, subject to the Company’s internal expense reimbursement policy; and (iv) any benefits that Mr. Funicelli is entitled for under the Company’s employee benefit plans as of the termination date; provided that Mr. Funicelli is not entitled to any payments in the nature of severance or termination payments except as provided in the Funicelli Agreement.

In the event Mr. Funicelli’s employment is terminated for Good Reason or Without Cause (as defined in the Funicelli Agreement), or because of the Company’s failure to renew the Funicelli Agreement, Mr. Funicelli shall be entitled to receive the following, subject to Mr. Funicelli’s compliance with the Funicelli Agreement and his execution of a release of claims in favor of the Company, with such release becoming effective within twenty-one (21) days of the termination date: (i) two equal payments equivalent to half (1/2) of an amount equal to thirty-six (36) months of Mr. Funicelli’s salary for the year in which the termination occurs, the first of such payment to be paid within thirty (30) days following the termination date, and the second of such payment to be paid on the first annual anniversary of the termination date; (ii) reimbursement for monthly “COBRA” premiums for Mr. Funicelli and his dependents, if he timely and properly elects health continuation coverage, which reimbursement shall last until the earliest of: (a) the eighteen (18) month anniversary of the termination date; (b) the date Mr. Funicelli is no longer eligible to receive COBRA continuation coverage; or (c) the date on which Mr. Funicelli receives substantially similar coverage from another employer or other source; and (iii) any outstanding equity award will vest, subject to determination by the terms of the Plan (as defined below).

If Mr. Funicelli is terminated for Good Reason or because of the Company’s failure to renew the Funicelli Agreement, in each case within twenty-four (24) months following a Change in Control (as defined in the Funicelli Agreement), Mr. Funicelli shall be entitled to receive the following: (i) two equal payments equivalent to half (1/2) of an amount equal to three (3) times Mr. Funicelli’s salary for the year in which the termination occurs, three times (3) the additional bonus amount Mr. Funicelli has received in the year prior to the year in which the Change of Control occurred, if any, and twelve (12) times the average quarterly bonus for the calendar quarter received in the last twelve (12) quarters prior to the quarter in which the Change of Control occurred, the first of such payment to be paid within thirty (30) days following the termination date, and the second of such payment to be paid on the first annual anniversary of the termination date; and (vi) reimbursement for monthly COBRA premiums for Mr. Funicelli and his dependents, if he timely and properly elects health continuation coverage, which reimbursement shall last until the earliest of: (a) the eighteen (18) month anniversary of the termination date; (b) the date Mr. Funicelli is no longer eligible to receive COBRA continuation coverage; or (c) the date on which Mr. Funicelli receives substantially similar coverage from another employer or other source; and (iv) any outstanding equity award will vest, subject to determination by the terms of the Plan (as defined below).

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Mr. Funicelli has no limits on his vacation or holidays. He will receive health benefits in accordance with those extended to all the Company’s full time employees. The Company shall provide Mr. Funicelli with individual life insurance coverage of ten million dollars ($10,000,000), with the Company and Mr. Funicelli to be the equal 50/50 beneficiaries of such coverage. Mr. Funicelli will also receive an automobile allowance during his employment.

Mr. Funicelli is not permitted to operate on his own or on behalf of other individuals or enterprises any business providing the same or similar competitive products or services. There is customary confidentiality and non-solicitation clauses in Mr. Funicelli’s agreement whereby he has agreed to keep all confidential information confidential and will not directly or indirectly solicit any of the Company’s employees for a period of one (1) year after his employment with the Company ends.

Mr. Funicelli is not allowed to engage in any activities that may compete with the Company during the term of his employment, and for one (1) year after the termination of his employment. During Mr. Funicelli’s employment and for a period of six (6) years thereafter, the Company or any successor to the Company shall purchase and maintain, at its own expense, directors’ and officers’ liability insurance providing coverage to Mr. Funicelli on terms that are no less favorable than the coverage provided to other directors and similarly situated executives of the Company or any successor.

James Bosco

The Company entered into an employment agreement with James Bosco on December 31, 2022 (the “Bosco Agreement”), pursuant to which Mr. Bosco will serve as our Chief Financial Officer and receive a yearly salary of $180,000. Mr. Bosco’s employment shall continue until December 31, 2025.

Mr. Bosco’s salary shall be reviewed at least annually by our board of directors and may be increased by such amount it determines in its sole discretion. Mr. Bosco’s salary may not be decreased during his employment term.

Mr. Bosco shall also be eligible to receive equity awards under the Company’s equity incentive plan or any successor plan, as determined by the Company’s compensation committee.

Mr. Bosco’s employment may be terminated by either the Company or Mr. Bosco at any time and for any reason, provided that either party shall be required to give the other party at least thirty (30) days advance written notice of any termination. Upon termination of Mr. Bosco’s employment, Mr. Bosco shall be entitled to the compensation and benefits accrued at the time of termination.

The Company may terminate Mr. Bosco’s employment for Cause or Mr. Bosco may terminate Without Good Reason (as each are defined in the Bosco Agreement). Termination of Mr. Bosco’s employment shall not be deemed for Cause unless and until the Company delivers to Mr. Bosco a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the board of directors (after reasonable written notice is provided to Mr. Bosco and Mr. Bosco is given an opportunity, together with counsel, to be heard before the board of directors), describing the specifics of the conduct that is the basis for finding that Mr. Bosco being terminated for Cause. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, Mr. Bosco shall have ten (10) business days from the delivery of written notice by the Company within which to cure any acts constituting Cause; provided however, that, if the Company reasonably expects irreparable injury from a delay of ten (10) business days, the Company may give Mr. Bosco notice of such shorter period within which to cure as is reasonable under the circumstances, which may include the termination of Mr. Bosco’s employment without notice and with immediate effect. Upon termination for Cause, Mr. Bosco will be paid all accrued salary and bonus compensation to the extent earned as well as any vested or earned benefits under any plans of the Company that Mr. Bosco is a participant of.

If termination for Good Reason (as defined in the Bosco Agreement ) is initiated by Mr. Bosco, he cannot terminate employment for Good Reason unless he has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within thirty (30) days of the initial existence of such grounds. The Company shall have at least thirty (30) days from the date on which such notice is provided to cure such circumstances. If Mr. Bosco does not terminate employment for Good Reason within thirty (30) days after the first occurrence of the applicable grounds, then he will be deemed to have waived the right to terminate for Good Reason with respect to such grounds. In the event Mr. Bosco terminates his employment for Good Reason he shall have the right to pursue payments of amounts owed to him including damages or expenses he incurs by reason of the Good Reason including a recoupment of any reduction in salary.

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In addition, if Mr. Bosco is terminated for Cause or Without Good Reason, he shall be entitled to receive severance wages in the amount equal to one week of pay for each year of employment.

If Mr. Bosco is terminated for Good Reason or because of the Company’s failure to renew the Bosco Agreement, in each case within twenty-four (24) months following a Change in Control (as defined in the Bosco Agreement), Mr. Bosco shall be entitled to receive the following: (i) reimbursement for monthly COBRA premiums for Mr. Bosco and his dependents, if he timely and properly elects health continuation coverage, which reimbursement shall last until the earliest of: (a) the eighteen (18) month anniversary of the termination date; (b) the date Mr. Bosco is no longer eligible to receive COBRA continuation coverage; or (c) the date on which Mr. Bosco receives substantially similar coverage from another employer or other source.

Mr. Bosco has no limits on his vacation or holidays. He will receive health benefits in accordance with those extended to all the Company’s full time employees.

Mr. Bosco is not permitted to operate on his own or on behalf of other individuals or enterprises any business providing the same or similar competitive products or services. There is customary confidentiality and non-solicitation clauses in the Bosco Agreement whereby Mr. Bosco has agreed to keep all confidential information confidential and will not directly or indirectly solicit any of the Company’s employees for a period of one (1) year after his employment with the Company ends.

Mr. Bosco is not allowed to engage in any activities that may compete with the Company during the term of his employment, and for one (1) year after the termination of his employment.

Outstanding Equity Awards

The following table sets forth information regarding equity awards held by our Named Executive Officers as of December 31, 2022.

Name

  

Number of
Shares
Underlying
Unexercised
Options
#
Exercisable

  

Number of
Shares
Underlying
Unexercised
Options
#
Unexercisable

  

Equity
Incentive
Plan
Awards:
Number of
Shares
Underlying
Unexercised
Options

  

Option
Exercise
Price

  

Option
Expiration
Date

Joseph Funicelli

  

—

  

—

  

—

  

—

  

—

James Bosco

  

—

  

—

  

—

  

—

  

—

2023 Equity Incentive Plan

We maintain the Unifoil Holdings, Inc. 2023 Equity Incentive Plan (the “Plan”), under which we may grant awards to our employees, officers and directors and certain other service providers. As of December 31, 2022, we have not granted any stock options or other equity awards under this or any other incentive compensation plan and none will be granted prior to closing of this offering.

Our board of directors administers the Plan. The board of directors is authorized to grant awards to eligible employees, consultants and other service providers.

The aggregate number of shares of common stock that may be issued under the Plan may not exceed 10,000,000 shares of common stock. All of our current employees, consultants and other service providers are eligible to be granted awards under the Plan. Eligibility for awards under the Plan is determined by the board of directors in its discretion.

The Plan permits the discretionary award of incentive stock options (“ISOs”), non-statutory stock options (“NQSOs”), restricted stock, restricted stock units (“RSUs”), stock appreciation rights (“SARs”), other equity awards and/or cash awards to selected participants. The Plan will remain in effect until the date upon which the Plan is terminated pursuant to its terms by the board of directors or plan administrator, and in any event subject to the maximum share limit of the Plan.

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The plan administrator has the sole discretion in setting the vesting period and, if applicable, exercise schedule of an award, determining that an award may not vest for a specified period after it is granted and accelerating the vesting period of an award. The plan administrator determines the exercise or purchase price of each award, to the extent applicable.

Unless the plan administrator provides otherwise, the Plan does not allow for the transfer of awards other than by will or the laws of descent and distribution. Unless otherwise permitted by the plan administrator, options may be exercised during the lifetime of the optionee only by the optionee or the optionee’s guardian or legal representative.

In the event the board of directors determines that any dividend or distribution, recapitalization, stock split, reorganization, merger, consolidate, split-up, spin-off, or other similar corporate transact or event affects the shares subject to the Plan such that an adjustment is determined by the board of directors or committee to be appropriate to prevent dilution or enlargement of the benefits intended to be made under the Plan, appropriate adjustments will be made to the share maximums and exercise prices, as applicable.

The board of directors may amend, alter, suspend, discontinue, or terminate the plan, including, without limitation, any amendment, alternation, suspension, discontinuation, or termination that would impart the rights of any participant, or any other holder or beneficiary of any award theretofore granted, without the consent of any share owner, participant, other holder or beneficiary of an award, or other person, unless required by applicable law.

Director Compensation

We have made no payments to our directors in consideration of their services to date. We have entered into an agreement with each of our non-executive directors to pay for their service as directors after we complete this offering, which provides that they will receive total compensation in the value of $48,000 per year, paid in quarterly installments of $12,000, consisting of: (i) $4,000 in cash, and (ii) $8,000 in stock options, which will be granted in accordance with the terms and conditions of our Plan and will vest over a three-year period on the first, second, and third anniversaries of the grant dates.

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PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock by (i) each 5% shareholder, (ii) each director, (iii) each executive officer and (iv) all directors and executive officers as a group. Unless otherwise indicated, the address of each executive officer and director is c/o Unifoil Holdings, Inc. at 12 Daniel Road East, Fairfield, NJ 07004. As of September 21, 2023, there were 10,375,460 shares of our common stock issued and outstanding.

The number of shares of common stock beneficially owned by each shareholder is determined under rules issued by the SEC regarding the beneficial ownership of securities. This information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership of shares of our common stock includes (1) any shares as to which the person or entity has sole or shared voting power or investment power and (2) any shares as to which the person or entity has the right to acquire beneficial ownership within 60 days after the date hereof. Each holder’s percentage ownership after this offering is based on shares of common stock to be outstanding immediately after the consummation of this offering. The percentages assume no exercise by the underwriters of their option to purchase additional shares.

Name of Beneficial Owner

  

Number of
Shares
Beneficially
Owned
Before
Offering

  

Percentage of
Shares
Beneficially
Owned
Before
Offering

  

Number of
Shares
Beneficially
Owned
After
Offering

  

Percentage of
Shares
Beneficially
Owned
After
Offering(1)

5% Shareholders

        

 

        

 

Raghunathan Sarma(2)

  

6,274,179

  

60.5

%

  

5,259,179

  

38.8

%
         

 

        

 

Directors and Named Executive Officers

        

 

        

 

Joseph Funicelli(3)

  

1,679,236

  

16.2

%

  

1,697,418

  

12.5

%

James Bosco

  

—

  

—

 

  

—

  

—

 

George Barenholtz(4)

  

560,060

  

5.4

%

  

1,575,060

  

11.6

%

Dennis Sabourin

  

—

  

—

 

  

—

  

—

 

Tejal Shah(5)

  

—

  

—

 

  

—

  

—

 

Leslie J. Goldman(5)

  

—

  

—

 

  

—

  

—

 

Dennis Mehiel(5)

  

—

  

—

 

  

—

  

—

 
         

 

        

 

All executive officers and directors as a group (7 persons)

  

2,239,296

  

21.6

%

  

3,254,296

  

24.1

%

____________

*        Less than one percent of outstanding shares.

(1)      Percentages give effect to the sale of (i) 181,820 shares of common stock issuable upon conversion of convertible promissory notes outstanding, which conversion will occur upon effectiveness of this offering and (ii) 3,000,000 shares of common stock in this offering, assuming no exercise of the underwriters’ option to purchase additional shares.

(2)      Includes, before the offering, 1,015,000 shares of common stock held by Mr. Barenholtz that Mr. Sarma has sole voting control over pursuant to a proxy agreement dated November 4, 2022 by and among Mr. Sarma and Mr. Barenholtz (the “Proxy Agreement”). Mr. Sarma served as a director of our Company from July 2002 to November 2022.

(3)      Includes, after the offering, 18,182 shares of common stock issuable upon conversion of the convertible promissory note.

(4)      Includes 50,880 shares held by The Barenholtz Trust, of which Mr. Barenholtz is the trustee. Includes, after the offering, 1,015,000 shares of common stock held by Mr. Barenholtz upon the termination of the Proxy Agreement upon the effectiveness of this offering and trading of our shares on the NYSE American.

(5)      Directors to be appointed upon effectiveness of this registration statement.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since January 1, 2020, in which the amount involved in the transaction exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last two completed fiscal years.

Related Party Transactions

Raghunathan Sarma Promissory Note

On June 11, 2011, we issued a promissory note to Raghunathan Sarma (the “Promissory Note”), a former director of our Company, in the principal amount of $3,000,000, which was amended and restated on November 14, 2022, which accrues interest at a rate of 5% per annum, compounded monthly.

Principal and interest of the Promissory Note are payable as follows:

(a)     Interest only payable monthly, in arrears, in the amount of $12,500 on the first calendar day of each month beginning July 1, 2021, which interest payments will continue to be due on the first day of each calendar until December 1, 2022; and

(b)    Beginning with the payment due on January 1, 2023 or the first of the month following the consummation of an initial public offering, whichever is first, and continuing on the first day of each calendar month for a period of 60 days or until the promissory note is paid in full, our company will, except as provided below, make consecutive and equal monthly payments of principal and interest in the amount of $56,614 for the following 60 months.

We are able to prepay the Promissory Note without any penalty, and we are required to pay 10% of the total payment due for any late payments. Mr. Sarma has the right to assign his right to collect payments on the Promissory Note to a third party.

If we fail to make all payments of principal and interest (and, if applicable, all late charges) due under this note on or before ten (10) business days following the date any such payment is due, Mr. Sarma may declare our Company to be in default of this Promissory Note.

In the event we default on the Promissory Note, Mr. Sarma has the right to require us to pay the remaining outstanding balance, unpaid interest and any applicable late charges and on this note immediately. Further, whether or not we are declared to have defaulted, any principal, interest, and late charges remaining due and unpaid at any time beyond ten (10) business days from the date such payment is due and continuing until paid by us in full, will accrue interest at the rate of 10% percent per annum compounded monthly.

As of September 21, 2023, the total unpaid balance of the Promissory Note was $2,596,295.

Raghunathan Sarma Unsecured Promissory Note

On September 4, 2019, we issued an unsecured promissory note to Raghunathan Sarma (the “Unsecured Note”), in the principal amount of $990,470.55 with an interest rate of 6.5% per annum. The Unsecured Note has a maturity date of the earlier of October 1, 2042 or the date of acceleration of the loan upon an event of default (as defined in the Unsecured Note).

Beginning November 1, 2019, our monthly payment to Mr. Sarma is $6,925.06 per month over a period of 276 months.

Unpaid principal after the maturity date will accrue interest at a rate of 1% per month, compounded monthly, until paid in full for each complete month running from the maturity date until the entire amount due and owing until this note has been paid in full. There will be no “default rate of interest” with the enhanced rate of 1% per month effectively constituting the default rate of interest.

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To the extent the Unsecured Note is prepaid, we would incur a prepayment penalty in the amount of $186,235.47 less the sum of $674.77 for each complete calendar month passing prior to the prepayment beginning with the month of October 2019. We are required to pay 10% of the total payment due for any late payments.

As of September 21, 2023, the total unpaid balance of the Unsecured Note was $846,937.

Raghunathan Sarma Amended and Restated Note

On October 1, 2020, we issued a Corrected Amended and Restated Consolidated ABL, Pension, Infusion and Rollover Balloon Promissory Note to Raghunathan Sarma (the “Amended and Restated Note”) in the principal amount of $12,579,009 with an interest rate of 6.5% per annum.

We are currently indebted to Mr. Sarma as follows: (i) in the principal amount of $8,700,000, (the “ABL Loan”), (ii) in the principal amount of $711,457, in connection with an unsecured loan (the “Pension Loan”), (iii) in the principal amount of $1,429,148, in connection with an unsecured loan (the “Infusion Loan”), and (iv) in the principal amount of $1,738,404, in connection with an unsecured loan (the “Rollover Loan”). The Amended and Restated Note consolidates, amends and restates the terms of the foregoing loans and supersedes all promissory notes and other loan documents that previously represented the loans known as the ABL Loan, the Pension Loan, the Infusion Loan and the Rollover Loan.

Pursuant to the Amended and Restated Note, we are required to pay Mr. Sarma $83,335 per month, in 60 equal installments of principal and interest and one final payment of all amounts outstanding under this note, including all accrued and unpaid interest, on October 10, 2025.

We are able to prepay this note without any penalty. The Amended and Restated Note may be assigned or transferred by Mr. Sarma upon notice to the Company, however we may not assign or transfer this note without the prior written consent of Mr. Sarma.

The Amended and Restated Note is secured by security interest pursuant to a security agreement (the “Security Agreement”) and we entered into a pledge agreement (the “Pledge Agreement”) whereby we irrevocably guaranteed the payments of this note. Additionally, the Amended and Restated Note is subject to the terms and conditions of a subordination agreement (the “Subordination Agreement”) which was effective in September 2020. Each of the Security Agreement, Pledge Agreement and Subordination Agreement are attached as exhibits to this registration statement.

As of September 21, 2023, the outstanding balance on the Amended and Restated Note was $11,995,011.

First Joseph Funicelli Promissory Note

On June 11, 2011, we issued a promissory note to Joseph Funicelli, our Chairman of the board of directors, Chief Executive Officer and President in the principal amount of $100,000, which was amended and restated on January 1, 2023, and which accrues interest at a rate of 5% per annum, compounded monthly (the “First Funicelli Note”).

Beginning January 1, 2023, and continuing on the first day of each calendar month until the First Funicelli Note is paid in full, the Company is required to make consecutive and equal monthly payments of principal and interest in the amount of $1,887. The remaining balance of principal and interest due, if any, will be payable in full as a lump sum payment on December 1, 2027.

We are able to prepay this note without any penalty, and we are required to pay 10% of the total payment due for any late payments. Mr. Funicelli has the right to assign his right to collect payments on the First Funicelli Note to a third party.

If we fail to make all payments of principal and interest (and, if applicable, all late charges) due under this note on or before ten (10) business days following the date any such payment is due, Mr. Funicelli may declare our Company to be in default of this note.

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In the event we default on the First Funicelli Note, Mr. Funicelli has the right to require us to pay the remaining outstanding balance, unpaid interest and any applicable late charges and on this note immediately. Further, whether or not we are declared to have defaulted, any principal, interest, and late charges remaining due and unpaid at any time beyond ten (10) business days from the date such payment is due and continuing until paid by us in full, will accrue interest at the rate of 10% percent per annum compounded monthly.

As of September 21, 2023, the total unpaid balance of this note was $86,543.

Second Joseph Funicelli Promissory Note

On September 4, 2019, we issued a second note to Mr. Funicelli in the principal amount of $108,495 (the “Second Funicelli Note”), which accrues interest at a rate of 6.5 % per annum, compounded monthly, with a maturity date of October 1, 2042, or the acceleration of the note upon an Event of Default (as defined in the Second Funicelli Note).

We are able to prepay this note with a payment penalty of $20,400, minus $74 for each complete calendar month passing prior to the prepayment beginning October 2019. We are required to pay 10% of the total payment due for any late payments.

Upon maturity of the Second Funicelli Note, all unpaid principal will accrue at a rate of 1% per annum.

The Company makes a monthly payment of $450 on this note. As of September 21, 2023, the total unpaid balance of this note was $92,773.

First George Barenholtz Promissory Note

On June 11, 2011, George Barenholtz, a director of our company, was issued a promissory note by the Company in the principal amount of $100,000, which was amended and restated on January 1, 2023, which accrues interest at a rate of 5% per annum, compounded monthly (the “First Barenholtz Note”).

Beginning January 1, 2023, and continuing on the first day of each calendar month until the First Barenholtz Note is paid in full, we are required to make consecutive and equal monthly payments of principal and interest in the amount of $1,887. The remaining balance of principal and interest due, if any, will be payable in full as a lump sum payment on December 1, 2027.

We are able to prepay this note without any penalty, and we are required to pay 10% of the total payment due for any late payments. Mr. Barenholtz has the right to assign his right to collect payments on the First Barenholtz Note to a third party.

If we fail to make all payments of principal and interest (and, if applicable, all late charges) due under this note on or before ten (10) business days following the date any such payment is due, Mr. Barenholtz may declare our Company to be in default on this note.

In the event we default on the First Barenholtz Note, Mr. Barenholtz has the right to require us to pay the remaining outstanding balance, unpaid interest and any applicable late charges and on this note immediately. Further, whether or not we are declared to have defaulted, any principal, interest, and late charges remaining due and unpaid at any time beyond ten (10) business days from the date such payment is due and continuing until paid by us in full, will accrue interest at the rate of 10% percent per annum compounded monthly.

As of September 21, 2023, the total unpaid balance of the promissory note was $86,543.

Second George Barenholtz Promissory Note

On September 4, 2019, we issued a second note to Mr. Barenholtz in the principal amount of $68,904.33 (the “Second Barenholtz Note”), which accrues interest at a rate of 6.5 % per annum, compounded monthly, with a maturity date of October 1, 2042, or the acceleration of the note upon an Event of Default (as defined in the Second Barenholtz Note).

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We are able to prepay this note with a payment penalty of $12,956, minus $47 for each complete calendar month passing prior to the prepayment beginning October 2019. We are required to pay 10% of the total payment due for any late payments.

Upon maturity of the Second Barenholtz Note, all unpaid principal will accrue at a rate of 1% per annum.

The Company makes a monthly payment of $450 on this promissory note. As of September 21, 2023, the total unpaid balance of this note is $58,919.

Proxy Agreement

On November 4, 2022, Mr. Sarma and George Barenholtz, our director, entered into a proxy voting agreement (the “Proxy Agreement”). Pursuant to the Proxy Agreement, Mr. Barenholtz appointed Mr. Sarma as his attorney-in-fact with respect to the voting control over 1,015,000 of shares of our Company’s common stock owned by Mr. Barenholtz. The Proxy Agreement is irrevocable and will terminate on the earlier of (i) the date upon which a registration statement covering the Company’s common stock will be declared effective by the U.S. Securities and Exchange Commission for sale and our common stock will be actively traded on either the Nasdaq market or the New York Stock Exchange, or (ii) there is a Change In Control (as defined by the Proxy Agreement) of our Company. The Proxy Agreement will terminate upon the effectiveness of this offering and trading of our shares on the NYSE American.

Bar-Bar Inc. Consulting Agreement

On February 1, 2023, we entered into a consulting agreement (the “Consulting Agreement”) with Bar-Bar, Inc. (“Bar-Bar”) which is controlled by our director George Barenholtz. The Consulting Agreement amends and restates the oral agreement that was effective by and between Bar-Bar and us as of August 1, 2008.

Pursuant to the Consulting Agreement, Bar-Bar receives a monthly consulting fee of $5,000.

The Consulting Agreement is non-exclusive and has a term of one year. The Consulting Agreement will automatically terminate upon completion of this offering.

There is customary confidentiality clauses in the Consulting Agreement.

Policy for Approval of Related-Person Transactions

Prior to this offering, we have not had a formal policy regarding approval of transactions with related persons. Upon effectiveness of this registration statement, our board of managers will adopt a related-person transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification for the review of any transaction, arrangement or relationship in which we are a participant, the amount involved exceeds $120,000 and one of our executive officers, directors, director nominees or each person whom we know to beneficially own more than 5% of our outstanding shares of common stock (a “5% shareholder”) (or their immediate family members), each of whom we refer to as a “related person,” has a direct or indirect material interest.

If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related-person transaction,” the related person must report the proposed related-person transaction to our outside general counsel. The policy calls for the proposed related-person transaction to be reviewed by and if deemed appropriate approved by, the audit committee of our board of directors. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the audit committee will review and, in its discretion, may ratify the related-person transaction. The policy also permits the chair of the audit committee to review, and if deemed appropriate approve, proposed related-person transactions that arise between audit committee meetings, subject to ratification by the audit committee at its next meeting. Any related-person transactions that are ongoing in nature will be reviewed annually.

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A related-person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the audit committee after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the committee will review and consider:

•        the related person’s interest in the related-person transaction;

•        the approximate dollar amount involved in the related-person transaction;

•        the approximate dollar amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;

•        whether the transaction was undertaken in the ordinary course of our business;

•        whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party;

•        the purpose of, and the potential benefits to us of, the related-person transaction; and

•        any other information regarding the related-person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

The audit committee may approve or ratify the transaction only if the audit committee determines that, under all of the circumstances, the transaction is not inconsistent with our best interests. The audit committee may impose any conditions on the related-person transaction that it deems appropriate.

The policy provides that transactions involving compensation of executive officers shall be reviewed and approved by the compensation committee of our board of directors in the manner specified in its charter.

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DESCRIPTION OF SECURITIES

The following description summarizes important terms of the classes of our capital stock. This summary does not purport to be complete and is qualified in its entirety by the provisions of our certificate of incorporation and our bylaws, which have been filed as exhibits to the registration statement of which this prospectus is a part.

Our authorized capital stock currently consists of 110,000,000 shares, consisting of (i) 100,000,000 shares of common stock, $0.001 par value per share, and (ii) 10,000,000 shares of “blank check” preferred stock, $0.001 par value per share.

As of September 21, 2023, there were issued and outstanding 10,375,460 shares of common stock held by 30 shareholders of record. No shares of preferred stock are currently issued or outstanding.

Common Stock

Voting Rights.    The holders of shares of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders.

Dividends.    The board of directors of our company may cause dividends to be paid to the holders of shares of common stock out of funds legally available for the payment of dividends by declaring an amount per share as a dividend. When and as dividends are declared on the common stock, whether payable in cash, in property or in shares of stock or other securities of our company, the holders of common stock shall be entitled to share ratably according to the number of shares of common stock held by them, in such dividends.

Liquidation Rights.    In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of our company, the holders of shares of common stock shall be entitled to share ratably, according to the number of shares of common stock held by them, in all remaining assets of our company available for distribution to its shareholders.

Blank Check Preferred Stock

Our board of directors has the authority to issue undesignated shares of “blank check” preferred stock in one or more series and to fix the designation, relative powers, preferences and rights and qualifications, limitations or restrictions of all shares of each such series, including, without limitation, dividend rates, conversion rights, voting rights, redemption and sinking fund provisions, liquidation preferences and the number of shares constituting each such series, without any further vote or action by the shareholders. The issuance of additional preferred stock could decrease the amount of earnings and assets available for distribution to holders of our common stock or adversely affect the rights and powers, including voting rights, of the holders of our common stock and could, among other things, have the effect of delaying, deferring or preventing a change in control of our company without further action by the stockholders. We have no present plans to issue any shares of preferred stock.

Warrants

On October 19, 2022, we issued to Boustead Securities, LLC, as placement agent for the Bridge Financing, warrants to purchase up an aggregate of 12,728 shares of our common stock. The warrants have an exercise price of $2.75 per share, or 55% of the initial public offering price per share in this offering (assuming an initial public offering price of $5.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus), and expire on the fifth anniversary of the date of issuance.

Limitations of Liability and Indemnification of Officers and Directors

Our charter and bylaws contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by New Jersey law.

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Reincorporation from New Jersey to Nevada

We expect to reincorporate the Company from the State of New Jersey to the State of Nevada (the “Reincorporation”) as soon as practicable, the decision of which is at the sole discretion of our board of directors. If the Reincorporation is effected, we will reincorporate under the laws of the State of Nevada and our shareholders, whose rights currently are governed by New Jersey law, will be governed by Nevada law.

The Plan of Merger

The Reincorporation will be achieved through the merger of the Company with and into a newly formed entity, Unifoil Holdings, Inc., a Nevada corporation (“Unifoil Nevada”), pursuant to a Plan of Merger (the “Merger”), which was unanimously approved by our board of directors on September 7, 2023, and subsequently approved by a majority of our shareholders on [            ], 2023 (the “Plan of Merger”).

The Plan of Merger provides that the Company will merge with and into Unifoil Nevada, with Unifoil Nevada being the surviving corporation. Pursuant to the Plan of Merger and applicable law, Unifoil Nevada will assume all the assets and liabilities of the Company, including obligations under the Company’s outstanding contracts. The Company’s existing board of directors and officers will become the board of directors and officers of Unifoil Nevada under identical terms of office.

At the effective time of the Merger, each outstanding share of our common stock will automatically be converted into one share of Unifoil Nevada common stock, par value $0.001 per share. Holders of shares will not have to exchange their existing Company stock certificates for Unifoil Nevada stock certificates. However, after consummation of the Merger, any shareholder desiring a new form of stock certificate (at their option and at their expense) may submit their Company stock certificates to our transfer agent for cancellation and obtain a certificate for the Nevada entity.

The Plan of Merger may be terminated and abandoned by action of the board of directors at any time prior to the effective time of the Merger, if the board of directors determines for any reason, in its sole judgment and discretion, that the consummation of the Merger would be against the best interests of the Company and its shareholders.

The following chart summarizes some of the material differences between the New Jersey Business Corporation Act and the Nevada Revised Statutes (“NRS”). This chart does not address each difference between New Jersey law and Nevada law, but focuses on some of those differences which the Company believes are most relevant to the existing stockholders. This chart is not intended as an exhaustive list of all differences, and is qualified in its entirety by reference to New Jersey and Nevada law.

New Jersey

  

Nevada

Removal of Directors

    

New Jersey Law allows shareholders to remove directors for cause or, unless otherwise provided in the certificate of incorporation, without cause, in each case by the affirmative vote of the majority of votes cast by the holders of shares entitled to vote.

  

Under Nevada law, any one or all of the directors of a corporation may be removed by the holders of not less than two-thirds of the voting power of a corporation’s issued and outstanding stock. Nevada does not distinguish between removal of directors with or without cause.

Dividends and other Distributions

    

New Jersey Law generally provides that a corporation may, by resolution of its board of directors, pay dividends unless (i) the corporation would not be able to pay its debts as they become due in the usual course of business or (ii) the total assets of the corporation, after giving effect to such dividend, would be less than its total liabilities.

  

Nevada law prohibits distributions to stockholders when the distributions would (i) render the corporation unable to pay its debts as they become due in the usual course of business and (ii) render the corporation’s total assets less than the sum of its total liabilities plus the amount that would be needed to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution.

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New Jersey

  

Nevada
   

Section 78.300 of the NRS imposes on any director under whose administration distributions are declared in violation of the foregoing provision, personal liability to a corporation’s creditors in the event of its dissolution or insolvency, up to the full amount of the unlawful distribution, for a period of 3 years following a dividend declaration, unless such director’s dissent was recorded in the minutes of the proceedings approving the distribution.

Limitation of Liability

    

New Jersey law permits a domestic corporation to eliminate the liability of directors or officers to the corporation or its shareholders for breach of any duty owed to the corporation or its shareholders, except for any breach of duty based on an act or omission (i) in breach of such person’s duty of loyalty, (ii) not in good faith or involving a knowing violation of law, or (iii) resulting in receipt by the person of an improper personal benefit. In this context, an act or omission in breach of a director’s or officer’s duty of loyalty is defined as an act or omission which the director or officer knows or believes to be contrary to the best interests of the corporation or its shareholders in connection with a matter in which the director or officer has a material conflict of interest.

  

Under Nevada law, unless the articles of incorporation provide for greater individual liability, a director or officer is not individually liable to the corporation or its stockholders for any damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that: (a) his act or failure to act constituted a breach of his fiduciary duties as a director or officer; and (b) his breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

Indemnification

    

New Jersey law provides that a domestic corporation may indemnify a corporate agent (generally defined as any person who is or was a director, officer, employee or agent of the corporation or of any constituent corporation absorbed by the corporation in a consolidation or merger and any person who is or was a director, officer, trustee, employee or agent of any other enterprise, serving as such at the request of the corporation or the legal representative of any such director, officer, trustee, employee or agent) against such person’s expenses and liabilities in connection with any proceeding involving the corporate agent by reason of being or having been such a corporate agent (other than a proceeding by or in the right of the corporation) if the corporate agent (i) acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; and (ii) with respect to any criminal proceeding, such corporate agent had no reasonable cause to believe his conduct was unlawful.

  

In suits that are not brought by or in the right of the corporation, Nevada law permits a corporation to indemnify directors, officers, employees and agents for attorney’s fees and other expenses, judgments and amounts paid in settlement. The person seeking indemnity may recover as long as he acted in good faith and believed his actions were either in the best interests of or not opposed to the best interests of the corporation. Similarly, the person seeking indemnification must not have had any reason to believe his conduct was unlawful.

In derivative suits, a corporation may indemnify its agents for expenses that the person actually and reasonably incurred. A corporation may not indemnify a person if the person was adjudged to be liable to the corporation unless a court otherwise orders.

No corporation may indemnify a party unless it makes a determination, through its stockholders, directors or independent counsel, that the indemnification is proper.

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New Jersey

  

Nevada

New Jersey law also permits indemnification of a corporate agent against expenses incurred in connection with a derivative action or suit which involves the corporate agent, if the corporate agent acted in good faith and in a manner the corporate agent reasonably believed to be in or not opposed to the best interests of the corporation. However, no indemnification shall be provided in respect of any claim, issue or matter as to which the corporate agent is adjudged to be liable to the corporation, unless and only to the extent that the Superior Court of the State of New Jersey (or the court in which the proceeding was brought) determines upon application that the corporate agent is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. New Jersey Law requires a corporation to indemnify a corporate agent for such corporate agent’s expenses to the extent that such corporate agent has been successful on the merits or otherwise in any proceeding referred to above, or in defense of any claim, issue or matter therein. Except as required by the previous sentence, no indemnification may be made or expenses advanced, and none may be ordered by a court, if such indemnification or advancement would be inconsistent with (i) a provision of the certificate of incorporation, (ii) bylaws, (iii) a resolution of the board of directors or the shareholders of the corporation, (iv) an agreement to which the corporation is a party or (v) other proper corporate action in effect at the time of the accrual of the alleged cause of action asserted in the proceeding, which prohibits, limits or otherwise conditions the exercise of indemnification powers by the corporation or the rights of indemnification to which a corporate agent may be entitled.

    

The indemnification and advancement of expenses permitted by New Jersey law do not exclude any other rights to which the corporate agent may be entitled under a provision of the certificate of incorporation, its bylaws, agreement, vote of shareholders, or otherwise; provided that no indemnification is permitted if a judgment or other final adjudication adverse to the corporate agent establishes that the corporate agent’s acts or omissions (i) were in breach of his duty of loyalty to the corporation or its shareholders, (ii) were not in good faith or involving a knowing violation of law or (iii) resulted in receipt by the corporate agent of an improper personal benefit.

    

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New Jersey

  

Nevada

Interested Stockholder Combinations

    

Subject to certain qualifications and exceptions, the New Jersey Shareholders’ Protection Act, Section 14A:10A of the New Jersey Business Corporation Act prohibits an interested shareholder of a corporation from effecting a business combination with the corporation for a period of five years from the date the shareholder acquires the corporation’s stock unless the corporation’s board of directors approved the combination prior to the shareholder becoming an interested shareholder. In addition, but not in limitation of the five-year restriction, if applicable, corporations covered by the New Jersey statute may not engage at any time in a business combination with any interested shareholder unless (i) the combination is approved by the board of directors prior to the interested shareholder’s stock acquisition date, (ii) the combination receives the approval of two-thirds of the voting stock of the corporation not beneficially owned by the interested shareholder at a meeting called for such purpose or (iii) the combination meets minimum financial terms specified by the statute. An “interested shareholder” is defined to include any beneficial owner of 10% or more of the voting power of the outstanding voting stock of the corporation or any affiliate or associate of the corporation who within the prior five year period has at any time directly or indirectly owned 10% or more of the voting power of the then outstanding stock of the corporation. Covered business combinations include certain mergers, dispositions of assets or shares and recapitalizations. The statute generally applies to corporations that are organized under New Jersey law and which have either, as of the date that the interested shareholder first becomes an interested shareholder of the corporation, their principal executive offices or significant business operations located in New Jersey. However, unless a corporation’s certificate of incorporation provides otherwise, which ours does not, the statute does not apply to any business combination with an interested shareholder if the corporation did not have a class of voting stock registered or traded on a national securities exchange or registered with the SEC under the Exchange Act on that interested shareholder’s stock acquisition date.

  

Section 78.438 of the NRS prohibits a Nevada corporation from engaging in any business combination with any interested stockholder (any entity or person beneficially owning, directly or indirectly, 10% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by any of these entities or persons) for a period of two years following the date that the stockholder became an interested stockholder, unless prior to that date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder. Section 78.439 provides that business combinations after the two year period following the date that the stockholder becomes an interested stockholder may also be prohibited unless approved by the corporation’s directors or other stockholders or unless the price and terms of the transaction meet the criteria set forth in the statute.

Stock Exchange Listing

We have applied to list our shares of common stock for trading on the NYSE American under the symbol “UNFL.” This listing is a condition to the offering. No assurance can be given that our application will be approved and that our common stock will ever be listed on the NYSE American. If our listing application is not approved by the NYSE American, we will not be able to consummate the offering and will terminate this offering.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is VStock Transfer, LLC, Woodmere, New York.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock and a liquid trading market for our common stock may not develop or be sustained after this offering. Future sales of our common stock in the public market after this offering, or the perception that those sales may occur, could cause the prevailing market price for our common stock to fall or impair our ability to raise equity capital in the future. Future sales of our common stock in the public market either before (to the extent permitted) or after restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing market price of our common stock at such time and our ability to raise equity capital at a time and price we deem appropriate. Although we have applied to list our common stock for trading on the NYSE American under the symbol “UNFL,” we cannot assure you that there will be an active public market for our common stock.

Sale of restricted shares

Based on the number of shares of our common stock outstanding as of September 21, 2023, and assuming no exercise of the underwriters’ option to purchase additional shares of common stock, following this offering we will have outstanding 13,557,280 shares of common stock. Following this offering, approximately 1,142,485 shares will be restricted as a result of securities laws or lock-up agreements but may be able to be sold commencing 180 days after the date of this prospectus.

All of the shares of common stock to be sold in this offering, and any shares sold upon exercise of the underwriters’ option to purchase additional shares of common stock, will be freely tradable in the public market without restriction or further registration under the Securities Act, unless the shares are held by any of our “affiliates” as such term is defined in Rule 144 of the Securities Act. All remaining shares of common stock held by existing shareholders immediately prior to the consummation of this offering will be “restricted securities” as such term is defined in Rule 144. These restricted securities were issued and sold by us in private transactions and are eligible for public sale only if registered under the Securities Act or if they qualified for an exemption from registration under the Securities Act, including the exemptions provided by Rule 144 or Rule 701.

Rule 144

In general, under Rule 144, as currently in effect, once we have been subject to the public company reporting requirements of the Exchange Act, for at least 90 days, a person (or persons whose shares are required to be aggregated) who is not deemed to have been one of our “affiliates” for purposes of Rule 144 at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months, including the holding period of any prior owner other than one of our “affiliates,” is entitled to sell those shares in the public market (subject to the lock-up agreement referred to below, if applicable) without complying with the manner of sale, volume limitations or notice provisions of Rule 144, but subject to compliance with the public information requirements of Rule 144. Rule 144(a)(1) defines an “affiliate” of an issuing company as a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer. Directors, officers and holders of ten percent or more of our voting securities (including securities which are issuable within the next 60 days) are deemed to be affiliates of the issuing company. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than “affiliates,” then such person is entitled to sell such shares in the public market without complying with any of the requirements of Rule 144 (subject to the lock-up agreement referred to below, if applicable). In general, under Rule 144, as currently in effect, once we have been subject to the public company reporting requirements of the Exchange Act for at least 90 days, our “affiliates,” as defined in Rule 144, who have beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than one of our “affiliates,” are entitled to sell in the public market, upon expiration of any applicable lock-up agreements and within any three-month period, a number of those shares of our common stock that does not exceed the greater of:

•        1% of the number of shares of common stock then outstanding, which will equal approximately 135,573 shares of common stock immediately after this offering (calculated assuming no exercise of the underwriters’ option to purchase additional shares and no exercise of outstanding stock options or warrants); or

•        the average weekly trading volume of our common stock on the NYSE American during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

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Such sales under Rule 144 by our “affiliates” or persons selling shares on behalf of our “affiliates” are also subject to certain manner of sale provisions, notice requirements and to the availability of current public information about us. Notwithstanding the availability of Rule 144, the holders of substantially all of our restricted securities have entered into lock-up agreements as referenced above and their restricted securities will become eligible for sale (subject to the above limitations under Rule 144) upon the expiration of the restrictions set forth in those agreements.

Rule 701

The Rule 701 exemption is not available to Exchange Act reporting companies. In general, under Rule 701 as currently in effect, any of our employees, directors, officers, consultants or advisors who acquired common stock from us in connection with a written compensatory stock or option plan or other written agreement in compliance with Rule 701 under the Securities Act before the effective date of the registration statement of which this prospectus is a part (to the extent such common stock is not subject to a lock-up agreement) is entitled to rely on Rule 701 to resell such shares beginning 90 days after we become subject to the public company reporting requirements of the Exchange Act. Our affiliates can resell shares in reliance on Rule 144 without having to comply with the holding period requirement, and non-affiliates of our company can resell shares in reliance on Rule 144 without having to comply with Rule 144’s current public information and holding period requirements in Rule 144. Accordingly, subject to any applicable lock-up agreements, beginning 90 days after we become subject to the public company reporting requirements of the Exchange Act, under Rule 701 persons who are non-affiliates may resell those shares without complying with the minimum holding period or public information requirements of Rule 144, and affiliates of our company may resell those shares without compliance with Rule 144’s minimum holding period requirements.

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UNDERWRITING

We will enter into an underwriting agreement with Boustead Securities, LLC, as the representative of the several underwriters of this offering (“Boustead” or the “Representative”), with respect to the shares of common stock being offered. Subject to the terms and conditions of the underwriting agreement between our company and Boustead, we have agreed to sell to the underwriters at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the respective number of shares of common stock set forth opposite its name in the following table:

Name of Underwriter

  

Number of
Shares

Boustead Securities, LLC

  

 

Sutter Securities, Inc.

  

 

Total

  

3,000,000

Subject to the terms and conditions of the underwriting agreement, the underwriters have agreed to purchase all of the shares of common stock offered by this prospectus. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of any non-defaulting underwriters may be increased or the underwritten offering may be terminated. The underwriters are not obligated to purchase the shares of common stock covered by the underwriters’ over-allotment option described below. The underwriters are offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer’s certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Over-Allotment Option

We have granted to the underwriters an option, exercisable no later than 45 calendar days after the date of this prospectus, to purchase up to an additional 450,000 shares of common stock, or 15% of the total number of shares of common stock to be offered by us in this offering, at the initial public offering price, less the underwriting discount. If this option is exercised in full, the total proceeds to us will be $17,250,000 before deduction of underwriting discounts and commissions and estimated offering expenses. The underwriters have agreed that, to the extent the over-allotment option is exercised, they will purchase a number of additional shares proportionate to the underwriters’ initial amount reflected in the foregoing table.

Representative’s Warrants

We have agreed to issue warrants to the Representative, which enables the Representative to purchase a number of shares of common stock equal to 7% of the aggregate number of shares of common stock sold in this offering. The Representative’s warrants will be exercisable, in whole or in part, commencing six months after the date of effectiveness of the registration statement of which this prospectus forms a part, and will be exercisable for a period of five years from the effective date of the registration statement of which this prospectus forms a part, at a price per share equal to 110% of the public offering price per share of the shares of common stock being sold in this offering. The Representative’s warrants also provide for customary anti-dilution provisions, a single demand registration right, and immediate “piggyback” registration rights with respect to the registration of the shares of common stock underlying the warrants, with a term of such demand and “piggyback” registration rights not to exceed five years from the commencement of sales in the offering. The warrants and the shares of common stock issuable upon exercise of the warrants have been included on the registration statement of which this prospectus forms a part. The Representative’s warrants and the shares of common stock underlying the Representative’s warrants, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1) of FINRA. The Representative (or permitted assignees under the Rule) may not sell, transfer, assign, pledge or hypothecate the Representative’s warrants or the shares of common stock underlying the Representative’s warrants, or engage in any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Representative’s warrants or the underlying shares of common stock for a period of 180 days from the commencement of sales in this offering, except to any FINRA member participating in the offering, their officers or partners, registered persons or

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affiliates. The Representative’s warrants will provide for adjustment in the number and price of such Representative’s warrants (and the shares of common stock underlying such Representative’s warrants) to prevent dilution in the event of a forward or reverse stock split, stock dividend or similar recapitalization.

Discounts and Commissions; Expenses

The following table shows the public offering price, underwriting discounts and proceeds, before expenses, to us. The information assumes either no exercise or full exercise by the Representative of the over-allotment option.

 

Per Share(1)

  

Total
Without
Over-
Allotment
Option

  

Total With
Full Over-
Allotment
Option

Initial public offering price

  

$

    

$

    

$

  

Underwriting discounts and commissions (7%)

  

$

    

$

    

$

  

Proceeds, before expenses, to us

  

$

    

$

    

$

  

____________

(1)      The fees shown do not include the warrant to purchase shares issuable to the Representative at closing.

The underwriting discount for this offering is equal to 7% of the aggregate gross proceeds raised in this offering. Additionally, we have agreed to pay the underwriters a non-accountable expense allowance equal to 1% of the aggregate gross proceeds received by us from the sale of our shares of common stock, and reasonable and documented underwriters’ accountable out-of-pocket expenses of up to $255,000, which includes, without limitation, travel, due diligence expenses, reasonable fees and expenses of legal counsel, roadshow and background check expenses. We agreed to advance $50,000 to the Representative to partially cover its out-of-pocket expenses. The advance will be returned to us to the extent such out-of-pocket accountable expenses are not actually incurred, or are less than the advance in accordance with FINRA Rule 5110(g). We estimate that total expenses payable by us in connection with this offering, other than the underwriting discount, will be approximately $1,000,000.

Lock-Up Agreements

Pursuant to certain “lock-up” agreements, we, our executive officers, directors and shareholders holding at least 1% of our outstanding shares of common stock, after giving effect to this offering, have agreed, subject to certain exceptions, not to offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of or announce the intention to otherwise dispose of, or enter into any swap, hedge or similar agreement or arrangement that transfers, in whole or in part, the economic risk of ownership of, directly or indirectly, engage in any short selling of any common stock or securities convertible into or exchangeable or exercisable for any common stock, whether currently owned or subsequently acquired, without the prior written consent of the Representative, for a period of 180 days or 365 days, as applicable, after the date of this prospectus. In addition, each such person agrees that, without the prior written consent of the Representative, such other person will not, during the restricted period, make any demand for, or exercise any right with respect to, the registration of any shares of common stock or any security convertible into or exercisable or exchangeable for common stock.

Right of First Refusal

We have granted Boustead the right of first refusal for 18 months from the closing of this offering to act as our advisor on at least equal economic terms on any transaction, including any securities offerings or issuances, any acquisition, merger or business combination, recapitalization or sale of some or all of the equity or assets of our company, whether in conjunction with another broker-dealer or on our own volition. We will notify Boustead of a proposed transaction to enable Boustead to exercise its right of first refusal to provide future services, and Boustead will notify us of its election to provide such future services, including notification of the compensation and other terms to which Boustead claims to be entitled, within ten days of written notice by us of the proposed transaction. For the future services, Boustead will be compensated consistent with the compensation provided to it for this offering, unless mutually agreed otherwise by us and Boustead. Boustead will be entitled to such compensation in the event we conduct a transaction and do not provide notice to Boustead of such transaction.

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Indemnification

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the underwriters may be required to make for these liabilities.

Stock Exchange Listing Application

In connection with this offering, we have applied to list our shares of common stock for trading on the NYSE American under the symbol “UNFL.” This listing is a condition to the offering. No assurance can be given that our application will be approved and that our common stock will ever be listed on the NYSE American. If our listing application is not approved by the NYSE American, we will not be able to consummate the offering and will terminate this offering.

Price Stabilization, Short Positions, and Penalty Bids

In connection with this offering, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of our common stock. Specifically, the underwriters may over-allot in connection with this offering by selling more shares than are set forth on the cover page of this prospectus. This creates a short position in our common stock for its own account. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares common stock over-allotted by the underwriters is not greater than the number of shares of common stock that they may purchase in the over-allotment option. In a naked short position, the number of shares of common stock involved is greater than the number of shares common stock in the over-allotment option. To close out a short position, the underwriters may elect to exercise all or part of the over-allotment option. The underwriters may also elect to stabilize the price of our common stock or reduce any short position by bidding for, and purchasing, common stock in the open market

The underwriters may also impose a penalty bid. This occurs when a particular underwriter or dealer repays selling concessions allowed to it for distributing a security in this offering because the underwriter repurchases that security in stabilizing or short covering transactions.

Finally, the underwriters may bid for, and purchase, shares of our common stock in market making transactions, including “passive” market making transactions as described below.

These activities may stabilize or maintain the market price of our common stock at a price that is higher than the price that might otherwise exist in the absence of these activities. The underwriters are not required to engage in these activities, and may discontinue any of these activities at any time without notice. These transactions may be effected on the NYSE American, in the over-the-counter market, or otherwise.

In connection with this offering, the underwriters, or their affiliates, may engage in passive market making transactions in our common stock immediately prior to the commencement of sales in this offering, in accordance with Rule 103 of Regulation M under the Exchange Act. Rule 103 generally provides that:

•        a passive market maker may not effect transactions or display bids for our common stock in excess of the highest independent bid price by persons who are not passive market makers;

•        net purchases by a passive market maker on each day are generally limited to 30% of the passive market maker’s average daily trading volume in our common stock during a specified two-month prior period or 200 shares, whichever is greater, and must be discontinued when that limit is reached; and

•        passive market making bids must be identified as such.

Electronic Distribution

A prospectus in electronic format may be made available on a website maintained by an underwriter. The underwriters may agree to allocate a number of shares for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters that may make Internet distributions on the same basis as other allocations. In connection with this offering, the underwriters or syndicate members may distribute prospectuses electronically. No forms of electronic prospectus other than prospectuses that are printable as Adobe® PDF will be used in connection with this offering.

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The underwriters have informed us that they do not expect to confirm sales of shares offered by this prospectus to accounts over which they exercise discretionary authority.

Other than the prospectus in electronic format, the information on any underwriters’ website and any information contained in any other website maintained by an underwriter is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or any underwriter in its capacity as underwriter and should not be relied upon by investors.

Determination of Offering Price

Prior to this offering, no public market has existed for our shares of common stock. The initial public offering price will be determined by negotiation between us and the Representative. The principal factors to be considered in determining the initial public offering price include, but are not limited to:

•        the information set forth in this prospectus and otherwise available to the Representative;

•        our history and prospects and the history and prospects for the industry in which we compete;

•        our past and present financial performance;

•        our prospects for future earnings and the present state of our development;

•        the general condition of the securities market at the time of this offering;

•        the recent market prices of, and demand for, publicly traded shares of generally comparable companies; and

•        other factors deemed relevant by the underwriters and us.

The estimated public offering price range set forth on the cover page of this preliminary prospectus is subject to change as a result of market conditions and other factors. Neither we nor the underwriters can assure investors that an active trading market will develop for our common stock or that the common stock will trade in the public market at or above the initial public offering price.

The underwriters and their affiliates may provide, from time to time, investment banking and financial advisory services to us in the ordinary course of business, for which they may receive customary fees and commissions.

Prior Bridge Financing

From September 2022 to December 2022, we received gross proceeds of $500,000 from a private placement of convertible promissory notes pursuant to the terms of a subscription agreement with seven accredited investors. The convertible notes will mature on October 19, 2025 (unless earlier converted) and will bear interest at a rate of 10% per annum. The convertible notes will automatically convert (without any action on the part of the holders) upon the effectiveness of this offering into shares of our common stock at a conversion price of $2.75 per share. The holders of our convertible notes will own approximately 1.3% of the outstanding shares of our common stock following this offering.

The Representative acted as lead placement agent for the Bridge Financing and received fees and reimbursement of expenses in the aggregate amount of $90,000 and warrants to purchase 12,728 shares of our common stock. The warrants received by the Representative (the “Private Placement Warrants”) have an exercise price of $2.75, or 55% of the initial public offering price per share in this offering (assuming an initial public offering price of $5.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus), and will not be exercisable or convertible more than five years from the commencement of this public offering. Pursuant to applicable FINRA rules and, in particular, Rule 5110(e)(1), the Private Placement Warrants may not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities for a period of 180 days beginning on the date of commencement of sales of this public offering; provided, however, the Private Placement Warrants may be transferred to the Representative’s officers, partners, registered persons or affiliates as long as the warrants remain subject to the lock-up restriction above. Sutter Securities, Inc., an underwriter in this offering, served as a placement agent for the Bridge Financing, and received fees and reimbursement of expenses in an aggregate amount of $7,635.

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LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon for us by Mitchell Silberberg & Knupp LLP. Certain legal matters will be passed upon for the underwriters by Olshan Frome Wolosky LLP, New York, New York. As of the date of this prospectus, Mitchell Silberberg & Knupp LLP, our legal counsel, beneficially owns 73,334 shares of our common stock, which shares were received as partial consideration for legal services provided to us in connection with this offering.

EXPERTS

The consolidated financial statements of Unifoil Holdings, Inc. as of December 31, 2022 and 2021 for each of the years then ended, appearing in this prospectus and registration statement have been audited by Urish Popeck & Co., LLC, an independent registered public accounting firm, as set forth in their report thereon, and are given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of our common stock being offered by this prospectus. This prospectus, which constitutes part of that registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules that are part of the registration statement. Some items included in the registration statement are omitted from the prospectus in accordance with the rules and regulations of the SEC. For further information with respect to us and the common stock offered in this prospectus, we refer you to the registration statement and the accompanying exhibits and schedules filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement.

A copy of the registration statement and the accompanying exhibits and any other document we file may be inspected without charge at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549 and copies of all or any part of the registration statement may be obtained from that office upon the payment of the fees prescribed by the SEC. The public may obtain information on the operation of the public reference facilities in Washington, D.C. by calling the SEC at 1-800-SEC-0330. Our filings with the SEC are available to the public from the SEC’s website at www.sec.gov.

Following this offering, we will be subject to the information and periodic reporting requirements of the Exchange Act and, in accordance therewith, we will file proxy statements, periodic information and other information with the SEC. All documents filed with the SEC are available for inspection and copying at the public reference room and website of the SEC referred to above. We maintain a website at www.unifoil.com. You may access our reports, proxy statements and other information free of charge at this website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not incorporated by reference and is not a part of this prospectus.

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INDEX TO THE FINANCIAL STATEMENTS

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY

 

Page

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

    

Condensed Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022

  

F-2

Condensed Consolidated Statements of Operations for the Three and Six Months Ended
June 30, 2023 and 2022

  

F-3

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Three and
Six Months Ended June 30, 2023 and 2022

  

F-4

Condensed Consolidated Statements of Cash Flows for the Three and Six Months Ended
June 30, 2023 and 2022

  

F-5

Notes to Condensed Consolidated Financial Statements

  

F-6

AUDITED CONSOLIDATED FINANCIAL STATEMENTS:

    

Report of Independent Registered Public Accounting Firm

  

F-15

Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021

  

F-16

Consolidated Statements of Operations for the Years Ended December 31, 2022 and
December 31, 2021

  

F-17

Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended
December 31, 2022 and December 31, 2021

  

F-18

Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and
December 31, 2021

  

F-19

Notes to Consolidated Financial Statements

  

F-20

F-1

Table of Contents

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, except par value and share data)

 

June 30,
2023

  

December 31,
2022

ASSETS

  

 

  

 

  

 

  

 

Current Assets

  

 

  

 

  

 

  

 

Cash

  

$

404,571

 

  

$

1,912,473

 

Accounts receivable, net

  

 

4,870,082

 

  

 

1,968,266

 

Inventories

  

 

7,119,627

 

  

 

6,970,926

 

Prepaid expenses and other receivables

  

 

1,272,770

 

  

 

1,047,111

 

Total Current Assets

  

 

13,667,050

 

  

 

11,898,776

 
   

 

  

 

  

 

  

 

Long-term Assets

  

 

  

 

  

 

  

 

Equipment and Improvements, net of accumulated depreciation

  

 

9,604,972

 

  

 

5,772,576

 

Patents, net of accumulated amortization

  

 

34,388

 

  

 

37,875

 

Right -of- use-asset

  

 

4,245,981

 

  

 

4,924,508

 

Other assets

  

 

143,112

 

  

 

143,112

 

Total Assets

  

$

27,695,503

 

  

$

22,776,847

 
   

 

  

 

  

 

  

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

  

 

  

 

  

 

  

 
   

 

  

 

  

 

  

 

Current Liabilities

  

 

  

 

  

 

  

 

Accounts payable and accrued expenses

  

$

6,058,132

 

  

$

3,688,626

 

Line of credit

  

 

1,023,045

 

  

 

499,462

 

Current portion of right of use long-term

  

 

945,404

 

  

 

945,404

 

Current portion of long-term debt and related parties

  

 

1,106,834

 

  

 

637,158

 

Current portion of notes payable – related parties

  

 

1,023,658

 

  

 

1,023,657

 

Total Current Liabilities

  

 

10,157,073

 

  

 

6,794,307

 
   

 

  

 

  

 

  

 

Long-Term Liabilities

  

 

  

 

  

 

  

 

Long-term debt

  

 

2,614,352

 

  

 

648,163

 

Right-of-use liability net of current portion

  

 

3,300,578

 

  

 

3,979,104

 

Note payable to related party

  

 

15,148,017

 

  

 

15,532,895

 

Total Liabilities

  

 

31,220,020

 

  

 

26,954,469

 
   

 

  

 

  

 

  

 

Stockholders’ Deficit

  

 

  

 

  

 

  

 

Common stock no par value: 20,000,000 shares authorized; 10,375,460 and 10,302,126 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively

  

 

8,898,185

 

  

 

8,623,185

 

Treasury Stock, at cost (41,600 shares at $.12)

  

 

(4,992

)

  

 

(4,992

)

Accumulated other comprehensive expense

  

 

(26,944

)

  

 

(20,812

)

Accumulated deficit

  

 

(12,390,766

)

  

 

(12,775,003

)

Total Stockholders’ Deficit

  

 

(3,524,517

)

  

 

(4,177,622

)

Total Liabilities and Stockholders’ Deficit

  

$

27,695,503

 

  

$

22,776,847

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-2

Table of Contents

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited, except par value and share data)

 

Three Months Ended
June 30,

  

Six Months Ended
June 30,
   

2023

  

2022

  

2023

  

2022

Sales, net

  

$

7,692,491

 

  

$

8,483,148

 

  

$

13,999,511

 

  

$

16,210,985

 
   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Cost of Sales

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Direct manufacturing costs

  

 

4,603,335

 

  

 

4,881,314

 

  

 

8,345,469

 

  

 

9,562,392

 

Indirect manufacturing costs

  

 

1,548,511

 

  

 

1,857,482

 

  

 

3,040,765

 

  

 

3,628,789

 

Total cost of sales

  

 

6,151,846

 

  

 

6,738,796

 

  

 

11,386,234

 

  

 

13,191,181

 

Gross Profit

  

 

1,540,645

 

  

 

1,744,352

 

  

 

2,613,277

 

  

 

3,019,804

 
   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Operating Expenses

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Selling, general and administrative expenses

  

 

846,149

 

  

 

846,857

 

  

 

1,645,961

 

  

 

1,549,089

 

Total operating expenses

  

 

846,149

 

  

 

846,857

 

  

 

1,645,961

 

  

 

1,549,089

 

Operating Income

  

 

694,496

 

  

 

897,495

 

  

 

967,316

 

  

 

1,470,715

 
   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Other Income (Expense)

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Interest expense

  

 

(328,730

)

  

 

(265,207

)

  

 

(568,800

)

  

 

(528,152

)

Total other income (expense)

  

 

(328,730

)

  

 

(265,207

)

  

 

(568,800

)

  

 

(528,152

)

Income Before Taxes

  

 

365,766

 

  

 

632,288

 

  

 

398,516

 

  

 

942,563

 

Income Tax Expense

  

 

14,280

 

  

 

9,608

 

  

 

14,280

 

  

 

33,941

 

Net Income

  

 

351,486

 

  

 

622,680

 

  

 

384,236

 

  

 

908,622

 

 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Other comprehensive (loss)

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Cumulative translation adjustment

  

 

(4,482

)

  

 

(1,015

)

  

 

(6,132

)

  

 

(4,568

)

Total comprehensive income

  

$

347,004

 

  

$

621,665

 

  

$

378,104

 

  

$

904,054

 

Basic and diluted earnings per share

  

$

0.03

 

  

$

0.06

 

  

$

0.04

 

  

$

0.09

 

The accompanying notes are an integral part of these condensed consolidated financial statements

F-3

Table of Contents

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
SIX MONTHS ENDED JUNE 30, 2023 AND 2022
(Unaudited, except par value and share data)

 


Common Stock

  

Additional Paid-in Capital

  


Treasury Stock

  

Accumulated Deficit

  

Accumulated Other Comprehensive Loss

  

Total

Shares

  

Amount

  

Shares

  

Amount

  

Balance, January 1, 2022

  

10,343,726

  

 

10

  

$

8,623,175

  

(41,600

)

  

 

(4,992

)

  

 

(13,541,307

)

  

 

(14,212

)

  

 

(4,937,326

)

Net income

  

—

  

 

—

  

 

    

—

 

  

 

—

 

  

 

285,991

 

  

 

—

 

  

 

285,991

 

Other comprehensive loss

  

—

  

 

—

  

 

 

  

—

 

  

 

—

 

  

 

—

 

  

 

(3,553

)

  

 

(3,553

)

Balance, March 31, 2022

  

10,343,726

  

$

10

  

$

8,623,175

  

(41,600

)

  

$

(4,992

)

  

$

(13,255,316

)

  

$

(17,765

)

  

$

(4,654,888

)

Net income

  

—

  

 

—

  

 

    

—

 

  

 

—

 

  

 

622,680

 

  

 

—

 

  

 

622,680

 

Other comprehensive loss

  

—

  

 

—

  

 

 

  

—

 

  

 

—

 

  

 

—

 

  

 

(1,015

)

  

 

(1,015

)

Balance, June 30, 2022

  

10,343,726

  

$

10

  

$

8,623,175

  

(41,600

)

  

$

(4,992

)

  

$

(12,632,636

)

  

$

(18,780

)

  

$

(4,033,223

)

 



Common Stock

  

Additional Paid-in
Capital

  



Treasury Stock

  

Accumulated
Deficit

  

Accumulated Other Comprehensive
Loss

  

Total
   

Shares

  

Amount

  

Shares

  

Amount

  

Balance, January 1, 2023

  

10,343,726

  

 

10

  

$

8,623,175

  

(41,600

)

  

 

(4,992

)

  

 

(12,775,003

)

  

 

(20,812

)

  

 

(4,177,622

)

Net income

  

—

  

 

—

  

 

    

—

 

  

 

—

 

  

 

32,586

 

  

 

—

 

  

 

32,586

 

Other comprehensive loss

  

—

  

 

—

  

 

 

  

—

 

  

 

—

 

  

 

—

 

  

 

(1,650

)

  

 

(1,650

)

Balance, March 31, 2023

  

10,343,726

  

$

10

  

$

8,623,175

  

(41,600

)

  

$

(4,992

)

  

$

(12,742,252

)

  

$

(22,462

)

  

$

(4,146,686

)

Net income

  

—

  

 

—

  

 

    

—

 

  

 

—

 

  

 

351,486

 

  

 

—

 

  

 

351,486

 

Common stock issued for services

  

73,334

  

 

—

  

$

275,000

  

—

 

  

 

—

 

  

 

—

 

  

 

—

 

  

 

275,000

 

Other comprehensive loss

  

—

  

 

—

  

 

 

  

—

 

  

 

—

 

  

 

—

 

  

 

(4,482

)

  

 

(4,482

)

Balance, June 30, 2023

  

10,417,060

  

$

10

  

$

8,623,175

  

(41,600

)

  

$

(4,992

)

  

$

(12,390,766

)

  

$

(26,944

)

  

$

(3,524,517

)

The accompanying notes are an integral part of these condensed consolidated financial statements

F-4

Table of Contents

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 

Six Months Ended
June 30,
   

2023

  

2022

Cash Flows from Operating Activities

  

 

  

 

  

 

  

 

Net income

  

$

384,236

 

  

$

908,622

 

Adjustments to reconcile net income to net cash provided by operating
activities

  

 

  

 

  

 

  

 

Depreciation and amortization

  

 

520,086

 

  

 

519,382

 
   

 

  

 

  

 

  

 

Changes in operating assets and liabilities:

  

 

  

 

  

 

  

 

(Increase) decrease in accounts receivable

  

 

(2,901,816

)

  

 

(1,961,006

)

(Increase) decrease in inventory

  

 

(148,701

)

  

 

(1,254,958

)

(Increase) decrease in prepaid expenses and other receivables

  

 

49,341

 

  

 

(15,778

)

Increase (decrease) in accounts payable

  

 

2,339,182

 

  

 

858,845

 

Cash provided (used) by operating activities

  

 

242,328

 

  

 

(944,893

)
   

 

  

 

  

 

  

 

Cash Flows from Investing Activities

  

 

  

 

  

 

  

 

Cash paid for purchase of fixed assets

  

 

(3,654,393

)

  

 

(1,023,187

)

Cash used for investing activities

  

 

(3,654,393

)

  

 

(1,023,187

)
   

 

  

 

  

 

  

 

Cash Flows from Financing Activities

  

 

  

 

  

 

  

 

Borrowing from line of credit

  

 

523,583

 

  

 

330,000

 

Proceeds from long term debt

  

 

2,710,083

 

  

 

—

 

Payment on right-of-use liability

  

 

(678,527

)

  

 

—

 

Payment on long-term debt

  

 

(240,370

)

  

 

987,097

 

Payment of note payable – related party

  

 

(404,475

)

  

 

—

 

Cash provided (used) by financing activities

  

 

1,910,294

 

  

 

1,317,097

 

Effect of exchange rate changes on cash

  

 

(6,132

)

  

 

(4,568

)
   

 

  

 

  

 

  

 

Net decrease in cash

  

 

(1,507,902

)

  

 

(655,551

)

Cash, beginning of year

  

 

1,912,473

 

  

 

1,117,296

 

Cash, end of quarter

  

$

404,571

 

  

$

461,745

 
   

 

  

 

  

 

  

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:

  

 

  

 

  

 

  

 

Cash paid for interest

  

$

568,800

 

  

$

528,152

 

Cash paid for taxes

  

$

14,280

 

  

$

33,941

 

Common stock issued for services

  

$

275,000

 

  

 

—

 

The accompanying notes are an integral part of these condensed consolidated financial statements

F-5

Table of Contents

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 — Organization, business, and summary of significant accounting policies:

The accompanying consolidated financial statements reflect the accounts of Unifoil Holdings, Inc. and Subsidiary, a New Jersey corporation incorporated in 1980 and its Subsidiary (collectively, “Unifoil” or the “Company”). As used in these financial statements, the term “Subsidiary” refers to Unifoil E.U. and its wholly owned subsidiary Unifoil SP Zoo. Each entity is wholly-owned by Unifoil Holdings, Inc. The financial statements include all amounts of Unifoil Holdings, Inc. and Subsidiary. All intercompany balances and transactions have been eliminated in consolidation.

The Company is primarily engaged in the manufacture and sale of metallized paper and paperboard products to a variety of customers in the packaging industry throughout the United States and worldwide.

Basis of presentation:

The accompanying financial statements were prepared by the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Use of estimates:

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

Concentrations of credit risk:

The Company’s customer base is dispersed across different geographic areas with generally short payment terms. The Company routinely assesses the financial strength of its customers. There are three (3) primary accounts which represent approximately 63% and 53% of sales for the quarter ended June 30, 2023 and 2022, respectively.

Cash and cash equivalents:

Cash includes demand deposits with banks or financial institutions. Cash equivalents include short-term, highly liquid investments with original maturities of 90 days or less. The Company did not have any cash equivalents at June 30, 2023 or June 30, 2022.

The Company maintains its cash balances with high credit quality financial institutions, which from time to time may be in excess of federally insured limits.

Fair value of financial instruments:

The Company records its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. This hierarchy requires the Company to use observable market data when available and to minimize the use of unobservable inputs when determining fair value. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Financial instruments measured and disclosed at fair value are classified and disclosed based on the observability of inputs used in the determination of fair value as follows:

  

Level 1:

  

Unadjusted, quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

F-6

Table of Contents

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 — Organization, business, and summary of significant accounting policies: (cont.)

  

Level 2:

  

Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
   

Level 3:

  

Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

Accounts receivable:

The Company uses the reserve for bad debts method for valuing doubtful accounts receivable, which is based on historical experience, coupled with a review of the current status of existing receivables. The allowance for doubtful accounts amounts to $84,352 and $78,175 as of June 30, 2023 and 2022, respectively.

Inventories:

Inventories are stated at the lower of cost or net realizable value using the first-in first-out (FIFO) method.

Equipment and improvements:

Equipment and improvements are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of equipment and improvements are provided using the straight-line method over the estimated useful lives of the assets.

Intangible assets:

Finite-lived intangible assets, which includes patents, are recorded at fair value, net of accumulated amortization, and are amortized using the straight-line method.

The Company assesses the impairment of long-lived intangible assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Impairment of long lived assets:

The Company evaluates property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds these estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the assets exceeds the fair value of the asset or asset group, based on discounted cash flows. The Company did not have any impairments during the quarter ended June 30, 2023 and December 31, 2022.

Revenue recognition:

On January 1, 2020, the Company adopted FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) using the modified retrospective method applied to those contracts that were not completed as of January 1, 2020. Results for reporting periods beginning after January 1, 2020 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting under ASC 605, Revenue Recognition. ASU 2014-09 outlines a single comprehensive method for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. There was no material impact as a result of the adoption of the standard.

The guidance outlines a five-step process for revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards, and requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Major provisions include determining which goods and

F-7

Table of Contents

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 — Organization, business, and summary of significant accounting policies: (cont.)

serves are distinct and represent separate performance obligations, how variable consideration is recognized, whether revenue should be recognized at a point in time or over time and ensuring the time value of money is considered in the transaction price.

These contracts with customers typically consist of purchasing metalized foil, paper, and paperboard which represent single performance obligations that are satisfied upon transfer of control to the customer. Transfer of control and revenue recognition generally occur upon delivery, which is when title, ownership, and risk of loss pass to the customer and is based on the applicable shipping terms.

Freight and shipping revenue billed to customers concurrent with revenue producing activities is included within revenue and the cost for freight and shipping is recognized as an expense within cost of sales when control has transferred to the customer. Shipping and handling activities that occur after control of the related products is transferred are treated as a fulfillment activity rather than a promised service and therefore are not considered a performance obligation.

Advertising:

The Company expenses the cost of advertising and promotions as incurred. Advertising costs charged to operations amounted to $38,619 and $9,875 for the quarter ended June 30, 2023 and 2022, respectively.

Income taxes:

The Company, with the consent of its stockholders, elected to be treated as an “S” Corporation under the applicable sections of the Internal Revenue Code. Under these sections, corporate income or loss, in general, is allocated to the stockholders for inclusion in their personal income tax returns. Accordingly, there is no current provision for federal income tax in the accompanying consolidated financial statements.

The Company also elected to be treated as an “S” Corporation for New Jersey state income tax purposes. However, the State of New Jersey does impose a tax on “S” Corporation income at a reduced rate and, accordingly, a provision for such tax has been provided in the accompanying consolidated financial statements.

Foreign currency:

The functional currency of the Company’s foreign subsidiaries is its respective local currency. Accordingly, all assets and liabilities related to these operations are translated into U.S. dollars at the current exchange rates at the end of each period. Expenses are translated at average exchange rates in effect during the period. Foreign currency transaction gains and losses are included in the results of operations and were not significant.

Basic and diluted earnings per share:

The basic earnings per common share is computed by dividing the earnings by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the earnings adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the six months ended June 30, 2023 and 2022, there were no potential dilutive securities. The following table sets forth the computation of basic and diluted net income per common share:

  

Six months ended
June 30,

  

Three months ended
June 30,
   

2023

  

2022

  

2023

  

2022

Net income (A)

  

$

384,236

  

$

908,622

  

$

351,486

  

$

622,680

Weighted-average basic shares outstanding (B)

  

 

10,375,460

  

 

10,302,126

  

 

10,375,460

  

 

10,302,126

Basic and diluted earnings per common share (A/B)

  

$

0.04

  

$

0.09

  

$

0.03

  

$

0.06

F-8

Table of Contents

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 — Organization, business, and summary of significant accounting policies: (cont.)

Recent accounting policies:

In February 2016, the FASB established Topic 842, Leases, by issuing ASU No. 2016-02, which requires lessees to recognize the rights and obligations created by leases on the balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-11, Targeted Improvements, ASU No. 2018-10, Codification Improvements to Topic 842, and ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. As an emerging growth company, the new standard became effective for the Company January 1, 2022. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. The Company adopted the new standard on January 1, 2022 using the modified retrospective transition approach as of the effective date of the initial application. The new standard provides a number of optional practical expedients in transition.

The Company elected the “package of practical expedients”, which permits entities not to reassess under the new lease standard prior conclusions about lease identification, lease classification and initial direct costs.

COVID-19:

Our business and supply chain may be adversely affected by instability, disruption or destruction in a geographic region in which it operates. The COVID-19 pandemic has significantly impacted economic activity and markets throughout the world. The pandemic and the measures instituted by governmental authorities and associated responses to the COVID-19 pandemic could adversely impact our business in a number of ways, including workforce and supply chain disruptions; higher employee compensation costs; and local, regional, national or international economic slowdowns. The ultimate impact depends on the severity and duration of the pandemic and actions taken by governmental authorities and other third parties in response, each of which is uncertain, rapidly changing and difficult to predict. Any of these disruptions could adversely impact our business and results of operations.

The conflict in Ukraine:

Geopolitical issues around the world can impact macroeconomic conditions and could have a material adverse impact on our financial results. For instance, the ultimate impact of the conflict in Ukraine on fuel prices, inflation, the global supply chain and other macroeconomic conditions is unknown and could materially adversely affect global economic growth, disrupting discretionary spending habits and generally decreasing demand for our products and services. While we do not provide products to Russia, it is a significant global producer of fuel, nickel, and copper. Disruptions in the markets for those inputs could negatively impact the global and domestic economy. The extent and duration of this conflict, sanctions and resulting market and supply chain disruptions are highly unpredictable but could be substantial.

Note 2 — Inventories:

Inventories consist of the following:

  

June 30,
2023

  

December 31, 2022

Raw materials

  

$

6,379,430

  

$

6,169,630

Work in process

  

 

31,147

  

 

54,719

Finished goods

  

 

709,050

  

 

746,577
   

$

7,119,627

  

$

6,970,926

F-9

Table of Contents

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 3 — Equipment and improvements:

Equipment and improvements consisted of the following:

  

Estimated
Useful Lives

  

June 30,
2023

  

December 31,
2022

Machinery and equipment

  

1 – 12 years

  

$

16,614,845

 

  

$

16,441,842

 

Furniture and fixtures

  

1 – 5 years

  

 

1,362,689

 

  

 

1,362,689

 

Automobiles

  

5 years

  

 

127,357

 

  

 

127,357

 

Leasehold improvements

  

5 – 20 years

  

 

3,001,630

 

  

 

3,001,630

 

Construction in process

      

 

5,007,714

 

  

 

833,236

 
       

 

26,114,235

 

  

 

21,766,754

 

Less: Accumulated depreciation and amortization

      

 

(16,509,263

)

  

 

(15,994,178

)
       

$

9,604,972

 

  

$

5,772,576

 

Depreciation expense was $261,443 and $259,149 for the quarter ended June 30, 2023 and 2022.

Note 4 — Long-term debt:

Long-term debt consists of the following:

  

June 30,
2023

  

December 31,
2022

Secured notes payable to third party maturing June 2023

  

 

—

 

  

 

2,483

 

Convertible note payable – Bridge financing

  

 

500,000

 

  

 

500,000

 

Unsecured note payable bearing 0% interest maturing January 2025

  

 

27,405

 

  

 

36,058

 

Secured notes payable to third party bearing interest at 4.75% maturing January 2028

  

 

3,193,781

 

  

 

746,780

 

Total notes payable

  

 

3,721,186

 

  

 

1,285,321

 

Less: Current portion of long-term debt

  

 

(1,106,834

)

  

 

(637,158

)

Total long-term debt

  

$

2,614,352

 

  

$

648,163

 

The Company received gross proceeds of $500,000 from the Bridge Financing, pursuant to the terms of a subscription agreement with Boustead Securities, LLC. The convertible notes mature on October 19, 2025 (unless earlier converted) and bear interest at a rate of 10% per annum. The convertible notes automatically convert (without any action on the part of the holders) upon the effectiveness of this offering into shares of our common stock at a conversion price of $2.75 per share, representing a 55% discount to the initial public offering price per share in this offering (assuming an initial public offering price of $5.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus). The Company is using the net proceeds of the Bridge Financing to fund working capital and capital expenditure requirements leading up to the offering.

As of June 30, 2023, new equipment installed and placed in production for a with a secured loan from M&T Capital and Leasing Corporation for the sum of $3.4 million, with 60 months payment starting Feb 2023. This capital commitment entered into in July 2021, towards the Company’s acquisition of equipment under a capital expenditure facility.

Principal payments due on long-term debt for each of the years following June 30, 2023 are as follows:

2023

  

$

815,663

2024

  

 

640,811

2025

  

 

679,137

2026

  

 

730,844

thereafter

  

 

854,731
   

$

3,721,186

F-10

Table of Contents

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 5 — Related party transactions

Related party debt consists of the following as of:

  

June 30,
2023

  

December 31,
2022

Unsecured notes payable to shareholders bearing interest at 5.0% maturing December 2026

  

$

2,914,716

 

  

$

3,200,000

 

Unsecured notes payable to shareholders bearing interest at 6.5% maturing October 2042

  

 

1,005,193

 

  

 

1,015,900

 

Unsecured note payable to former owner of Achilles

  

 

202,259

 

  

 

202,259

 

Secured note payable to related party bearing interest at 6.5% maturing October 2025

  

 

12,049,507

 

  

 

12,138,393

 

Total related party debt

  

 

16,171,675

 

  

 

16,556,552

 

Less: current portion of related party debt

  

 

(1,023,658

)

  

 

(1,023,657

)

Total long-term related party debt

  

$

15,148,017

 

  

$

15,532,895

 

Principal payments due on long-term related party debt for each of the years following June 30, 2023 are as follows:

2023

  

$

1,023,657

2024

  

 

867,275

2025

  

 

915,755

2026

  

 

966,991

thereafter

  

 

12,397,997
   

$

16,171,675

The Company paid to related party consulting fees in the amount of $30,000 for the quarter ended June 30, 2023 and $30,000 for the year ended June 30, 2022. In addition, interest was paid to related parties of $503,590 for the quarter end June 30, 2023 and $512,189 for the quarter end June 30, 2022

Note 6 — Income taxes

Income tax expense consists of the following:

  

June 30,
2023

  

December 31,
2022

Current – NJ

  

$

14,280

  

$

117,111

Note 7 — Employee benefit plans

The Company has adopted a 401(K) retirement plan for employees. Under the terms of the plan, employees are entitled to contribute up to fifteen percent of their total compensation. The company currently does not match employee contributions under this retirement plan.

Note 8 — Commitments

Operating lease right-of-use assets

The Company leases its office and warehouses, certain office and warehouse equipment, and vehicles under non-cancelable operating leases. The Company entered into a sublease agreement to lease office space from their main office location to a sub-tenant. The sub-tenant is responsible for 27% of the rent and related expenses. Rent expense, offset by the sublease income, under these non-cancelable leases was $68,773 and $66,705 for the quarter ended June 30, 2023 and 2022, respectively.

F-11

Table of Contents

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 8 — Commitments (cont.)

The tables below present information regarding the Company’s operating lease assets and liabilities at June 30, 2022 and December 31, 2022:

Schedule of Operating Lease Assets and Liabilities

  

June 30,
2023

  

December 31,
2022

Assets

  

 

  

 

  

 

  

 

Operating lease – right-of-use asset – non-current

  

$

4,245,981

 

  

$

4,924,508

 
   

 

  

 

  

 

  

 

Liabilities

  

 

  

 

  

 

  

 

Operating lease liability

  

$

4,245,982

 

  

$

4,924,508

 

Weighted-average remaining lease term (years)

  

 

5

 

  

 

5

 

Weighted-average discount rate

  

 

5

%

  

 

5

%
   

 

  

 

  

 

  

 

Operating lease costs

  

 

  

 

  

 

  

 

Amortization of right-of-use operating lease asset

  

$

339,264

 

  

$

678,527

 

Lease liability expense in connection with obligation repayment

  

 

406,916

 

  

 

813,832

 

Total operating lease costs

  

$

746,180

 

  

$

1,492,359

 
   

 

  

 

  

 

  

 

Supplemental cash flow information related to operating leases was as follows:

  

 

  

 

  

 

  

 

Operating cash outflows from operating lease (obligation payment)

  

 

  

 

  

$

1,492,359

 

Right-of-use asset obtained in exchange for new operating lease liability

  

 

  

 

  

$

6,133,361

 

Future minimum lease payments required under leases that have initial or remaining non- cancelable lease terms in excess of one year at December 31, 2023:

Schedule of Future Minimum Lease Payments

2023

  

$

584,996

 

2024

  

 

921,409

 

2025

  

 

946,217

 

2026

  

 

971,732

 

Remaining

  

 

1,586,034

 

Total undiscounted cash flows

  

 

5,010,388

 

Less: amount representing interest

  

 

(764,406

)

Present value of operating lease liability

  

 

4,245,982

 

Less: current portion of operating lease liability

  

 

(945,404

)

Long-term operating lease liability

  

$

3,300,578

 

F-12

Table of Contents

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 9 — Segments

Our chief operating decision maker (who is our Chief Executive Officer) reviews our financial information presented on an operating segment basis for purposes of allocating resources and evaluating our financial performance. Following the acquisition of Poland, the Company reorganized into two operating segments, a USA operating segment and a Poland operating segment. The Company has two reportable operating segments, which consist of USA and Poland. Segment revenue, income/(loss) from operations, other income/(expense) and income/(loss) before income tax provision are as follows:

  

Three Months ended
June 30,

  

Six Months ended
June 30,
   

2023

  

2022

  

2023

  

2022

Revenue:

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

USA

  

$

6,920,792

 

  

$

6,854,469

 

  

$

12,013,000

 

  

$

12,582,298

 

Poland

  

 

771,699

 

  

 

1,628,679

 

  

 

1,986,511

 

  

 

3,628,687

 

Consolidated revenue

  

 

7,692,491

 

  

 

8,483,148

 

  

 

13,999,511

 

  

 

16,210,985

 
   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Income from operations:

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

USA

  

 

870,003

 

  

 

914,309

 

  

 

1,271,474

 

  

 

1,383,209

 

Poland

  

 

(175,507

)

  

 

(16,814

)

  

 

(304,158

)

  

 

87,506

 

Total operating income

  

 

694,496

 

  

 

897,495

 

  

 

967,316

 

  

 

1,470,715

 
   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Other income/(expense), net:

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

USA

  

 

(321,102

)

  

 

(215,790

)

  

 

(554,100

 

  

 

(433,990

)

Poland

  

 

(7,628

)

  

 

(49,417

)

  

 

(14,700

)

  

 

(94,162

)

Total other income/(expense), net

  

 

(328,730

)

  

 

(265,207

)

  

 

(568,800

)

  

 

(528,152

)
   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Income/(loss) before income tax benefit:

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

USA

  

 

548,901

 

  

 

698,519

 

  

 

717,374

 

  

 

949,219

 

Poland

  

 

(183,135

)

  

 

(66,231

)

  

 

(318,858

)

  

 

(6,656

)

Income before income tax benefit

  

$

365,766

 

  

$

632,288

 

  

$

398,516

 

  

$

942,563

 
   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Long-lived asset:

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

USA

  

 

13,007,128

 

  

 

10,879,094

 

  

 

13.007,128

 

  

 

9,957,252

 

Poland

  

 

1,021,325

 

  

 

1,005,198

 

  

 

1,021,325

 

  

 

920,819

 
   

$

14,028,453

 

  

$

11,884,292

 

  

$

14,028,453

 

  

$

10,878,071

 
   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Assets :

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

USA

  

 

24,260,198

 

  

 

20,976,853

 

  

 

24,260,198

 

  

 

17,138,088

 

Poland

  

 

3,435,305

 

  

 

2,697,035

 

  

 

3,435,305

 

  

 

5,638,759

 
   

$

27,695,503

 

  

$

23,673,888

 

  

$

27,695,503

 

  

$

22,776,847

 

Depreciation and amortization was $226,229 and $226,913 for the Unifoil USA segment for the quarter ended June 30, 2023 and June 30, 2022, respectively. Depreciation and amortization was $35,214 and $32,236 for the Poland segment for the quarter ended June 30, 2023 and June 30, 2022, respectively.

Interest expense was $321,102 and $262,966 for the Unifoil USA segment for the quarter ended June 30, 2023 and 2022, respectively. Interest expense was $7,628 and $2,241 for the Poland segment for the quarter ended June 30, 2023 and 2022, respectively.

F-13

Table of Contents

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 9 — Segments (cont.)

There are no assets outside of USA and Poland. Net sales for geographic segments are generally based on the location of customers and sales through the Company’s manufacturing facilities in those geographic locations. The Company’s geographic sales are based on where products are shipped. Segment sales in Poland approximately $1.M and $1.4M for quarter ended June 30, 2023 and 2022, respectively. Segment sales in Germany approximately $245,000 and $400,000 for quarter ended June 30, 2023 and 2022, respectively. Sales in other countries were not significant.

Note 10 — Subsequent events

Management has evaluated events and transactions subsequent to the balance sheet date through the date of this report (the day the financial statements were available to be issued) for potential recognition or disclosure in the financial statements. Management has not identified any items requiring recognition or disclosure.

F-14

Table of Contents

Report of Independent Registered Public Accounting Firm

Stockholders and board of directors
Unifoil Holdings, Inc. and Subsidiary
Fairfield, New Jersey

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Unifoil Holdings, Inc. and Subsidiary (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Urish Popeck & Co., LLC

We have served as the Company’s auditor since 2022.

Pittsburgh, Pennsylvania

May 12, 2023

F-15

Table of Contents

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2022 AND 2021

 

DECEMBER 31,
   

2022

  

2021

ASSETS

  

 

  

 

  

 

  

 

Current Assets

  

 

  

 

  

 

  

 

Cash

  

$

1,912,473

 

  

$

1,117,296

 

Accounts receivable, net

  

 

1,968,266

 

  

 

2,264,149

 

Inventories

  

 

6,970,926

 

  

 

6,283,111

 

Prepaid expenses and other receivables

  

 

1,047,111

 

  

 

227,375

 

Total Current Assets

  

 

11,898,776

 

  

 

9,891,931

 
   

 

  

 

  

 

  

 

Equipment and Improvements

  

 

  

 

  

 

  

 

Property and equipment, net of accumulated depreciation

  

 

5,772,576

 

  

 

6,220,359

 

Patents, net of accumulated amortization

  

 

37,875

 

  

 

44,850

 

Right-of-use asset

  

 

4,924,508

 

  

 

—

 

Other assets

  

 

143,112

 

  

 

190,771

 

Total Assets

  

$

22,776,847

 

  

$

16,347,911

 
   

 

  

 

  

 

  

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

  

 

  

 

  

 

  

 
   

 

  

 

  

 

  

 

Current Liabilities

  

 

  

 

  

 

  

 

Accounts payable and accrued expenses

  

$

3,688,626

 

  

$

3,313,025

 

Line of credit

  

 

499,462

 

  

 

—

 

Current portion of right-of-use liability

  

 

945,404

 

  

 

—

 

Current portion of long-term debt

  

 

637,158

 

  

 

329,702

 

Current portion of notes payable – related parties

  

 

1,023,657

 

  

 

1,003,987

 

Total Current Liabilities

  

 

6,794,307

 

  

 

4,646,714

 
   

 

  

 

  

 

  

 

Long-Term Liabilities

  

 

  

 

  

 

  

 

Long-term debt

  

 

648,163

 

  

 

544,040

 

Right-of-use liability – net of current portion

  

 

3,979,104

 

  

 

—

 

Notes payable – related parties

  

 

15,532,895

 

  

 

16,094,484

 

Total Liabilities

  

 

26,954,469

 

  

 

21,285,238

 
   

 

  

 

  

 

  

 

Commitments and contingencies (Note 8)

  

 

  

 

  

 

  

 
   

 

  

 

  

 

  

 

Stockholders’ Deficit

  

 

  

 

  

 

  

 

Common stock, par value $0.001 per share: 100,000,000 and 20,000,000 shares authorized, as of December 31, 2022 and 2021, respectively; 10,302,126 shares issued and outstanding

  

 

10

 

  

 

10

 

Preferred stock, par value $0.001 per share: 10,000,000 shares authorized; 0 shares issued and outstanding;

  

 

—

 

  

 

—

 

Additional Paid-in Capital

  

 

8,623,175

 

  

 

8,623,175

 

Treasury Stock, at cost (41,600 shares at $.12)

  

 

(4,992

)

  

 

(4,992

)

Accumulated other comprehensive loss

  

 

(20,812

)

  

 

(14,212

)

Accumulated deficit

  

 

(12,775,003

)

  

 

(13,541,308

)

Total Stockholders’ Deficit

  

 

(4,177,622

)

  

 

(4,937,327

)

Total Liabilities and Stockholders’ Deficit

  

$

22,776,847

 

  

$

16,347,911

 

The accompanying notes are an integral part of these consolidated financial statements

F-16

Table of Contents

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

 

YEAR ENDED
DECEMBER 31,
   

2022

  

2021

Sales

  

$

30,216,998

 

  

$

24,738,047

 
   

 

  

 

  

 

  

 

Cost of Sales

  

 

  

 

  

 

  

 

Direct manufacturing costs

  

 

18,667,239

 

  

 

14,763,541

 

Indirect manufacturing costs

  

 

6,809,961

 

  

 

5,436,022

 

Total cost of sales

  

 

25,477,200

 

  

 

20,199,563

 
   

 

  

 

  

 

  

 

Gross Profit

  

 

4,739,798

 

  

 

4,538,484

 

Operating Expenses

  

 

  

 

  

 

  

 

Selling, general, and administrative expenses

  

 

2,971,189

 

  

 

2,736,590

 

Total operating expenses

  

 

2,971,189

 

  

 

2,736,590

 
   

 

  

 

  

 

  

 

Operating Income

  

 

1,768,609

 

  

 

1,801,894

 

Other Income (Expense)

  

 

  

 

  

 

  

 

Interest expense

  

 

(885,193

)

  

 

(880,209

)

Total other income (expense)

  

 

(885,193

)

  

 

(880,209

)
   

 

  

 

  

 

  

 

Income before taxes

  

 

883,416

 

  

 

921,685

 

Income tax expense

  

 

117,111

 

  

 

168

 

Net Income

  

 

766,305

 

  

 

921,517

 

Other comprehensive loss – cumulative translation adjustment

  

 

(6,600

)

  

 

(14,212

)

Total comprehensive income

  

$

759,705

 

  

$

907,305

 

Basic and diluted earnings per share

  

$

0.07

 

  

$

0.09

 

The accompanying notes are an integral part of these consolidated financial statements

F-17

Table of Contents

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

 



Common Stock

  

Additional
Paid-in
Capital

  



Treasury Stock

  

Accumulated
Deficit

  

Accumulated
Other
Comprehensive
Loss

  

Total

Shares

  

Amount

  

Shares

  

Amount

  

Balance, December 31, 2020

  

10,343,726

  

$

10

  

$

8,623,175

  

(41,600

)

  

$

(4,992

)

  

$

(14,462,825

)

  

$

—

 

  

$

(5,844,632

)

Net income

  

—

  

 

—

  

 

    

—

 

  

 

—

 

  

 

921,517

 

  

 

—

 

  

 

921,517

 

Other comprehensive loss

  

—

  

 

—

  

 

 

  

—

 

  

 

—

 

  

 

—

 

  

 

(14,212

)

  

 

(14,212

)
       

 

    

 

      

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Balance, December 31, 2021

  

10,343,726

  

 

10

  

$

8,623,175

  

(41,600

)

  

 

(4,992

)

  

 

(13,541,308

)

  

 

(14,212

)

  

 

(4,937,327

)

Net income

  

—

  

 

—

  

 

    

—

 

  

 

—

 

  

 

766,305

 

  

 

—

 

  

 

766,305

 

Other comprehensive loss

  

—

  

 

—

  

 

 

  

—

 

  

 

—

 

  

 

—

 

  

 

(6,600

)

  

 

(6,600

)
       

 

    

 

      

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Balance, December 31, 2022

  

10,343,726

  

$

10

  

$

8,623,175

  

(41,600

)

  

$

(4,992

)

  

$

(12,775,003

)

  

$

(20,812

)

  

$

(4,177,622

)

The accompanying notes are an integral part of these consolidated financial statements

F-18

Table of Contents

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

 

YEAR ENDED
DECEMBER 31,
   

2022

  

2021

Cash Flows from Operating Activities

  

 

  

 

  

 

  

 

Net income

  

$

759,705

 

  

$

921,517

 

Adjustments to reconcile net income to net cash provided by operating
activities

  

 

  

 

  

 

  

 

Depreciation and amortization

  

 

1,044,857

 

  

 

703,123

 

Gain on disposition of fixed assets

  

 

10,634

 

  

 

—

 

Changes in operating assets and liabilities:

  

 

  

 

  

 

  

 

(Increase) decrease in accounts receivable

  

 

295,883

 

  

 

(581,075

)

(Increase) decrease in inventory

  

 

(687,815

)

  

 

(877,813

)

(Increase) decrease in prepaid expenses and other receivables

  

 

(768,285

)

  

 

2,055

 

(Increase) decrease in other assets

  

 

—

 

  

 

(82,259

)

Increase (decrease) in accounts payable

  

 

375,602

 

  

 

1,222,085

 

Cash provided by operating activities

  

 

1,030,581

 

  

 

1,307,633

 
   

 

  

 

  

 

  

 

Cash Flows from Investing Activities

  

 

  

 

  

 

  

 

Acquisition of subsidiary, net of cash acquired

  

 

—

 

  

 

(3,607,734

)

Cash paid for purchase of fixed assets

  

 

(597,925

)

  

 

(1,246,892

)

Cash used for investing activities

  

 

(597,925

)

  

 

(4,854,626

)
   

 

  

 

  

 

  

 

Cash Flows from Financing Activities

  

 

  

 

  

 

  

 

Proceeds of notes payable – related parties

  

 

—

 

  

 

3,924,494

 

Proceeds on long-term debt

  

 

634,062

 

  

 

664,680

 

Borrowings from line of credit

  

 

499,462

 

  

 

—

 

Payments on long-term debt

  

 

(222,445

)

  

 

—

 

Payments of notes payable – related parties

  

 

(541,958

)

  

 

(213,997

)

Cash provided by financing activities

  

 

369,121

 

  

 

4,375,624

 

Effect of exchange rate changes on cash

  

 

(6,600

)

  

 

(14,212

)
   

 

  

 

  

 

  

 

Net increase in cash

  

 

795,177

 

  

 

814,419

 

Cash, beginning of year

  

 

1,117,296

 

  

 

302,877

 

Cash, end of year

  

$

1,912,473

 

  

$

1,117,296

 
   

 

  

 

  

 

  

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:

  

 

  

 

  

 

  

 
   

 

  

 

  

 

  

 

Cash paid for interest

  

$

885,193

 

  

$

880,209

 

Cash paid for taxes

  

$

117,111

 

  

$

168

 

The accompanying notes are an integral part of these consolidated financial statements

F-19

Table of Contents

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021

Note 1 — Organization, business and summary of significant accounting policies:

The accompanying consolidated financial statements reflect the accounts of Unifoil Holdings, Inc. and Subsidiary, a New Jersey corporation incorporated in 1980 and its Subsidiary (collectively, “Unifoil” or the “Company”). As used in these financial statements, the term “Subsidiary” refers to Unifoil Corporation (“USA”) and its wholly owned subsidiary Unifoil E.U. and its wholly owned subsidiary Unifoil Sp. zoo (“Poland”). Each entity is wholly-owned by Unifoil Holdings, Inc. The financial statements include all amounts of Unifoil Holdings, Inc. and Subsidiary. All intercompany balances and transactions have been eliminated in consolidation.

The Company is primarily engaged in the manufacture and sale of metallized paper and paperboard products to a variety of customers in the packaging industry throughout the United States and worldwide.

Basis of presentation

The accompanying financial statements were prepared by the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Use of estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include, among others, revenue recognition, recoverability of accounts receivable, and investments. Actual results could differ from those estimates.

Concentrations of credit risk

The Company’s customer base is dispersed across different geographic areas with generally short payment terms. The Company routinely assesses the financial strength of its customers. There are three (3) primary accounts, Company A with $10,584,000, Company B with $4,277,000, and Company C with $3,082,000, approximately, of sales for the year ended December 31, 2022, which represent approximately 59% of sales for the year ended December 31, 2022. There were three (3) primary accounts, Company A with $9,116,000, Company C with $4,895,000, and Company D with $1,920,000, approximately, of sales for the year ended December 31, 2021, which represent approximately 65% of sales for the year ended December 31, 2021.

Cash and cash equivalents

Cash includes demand deposits with banks or financial institutions. Cash equivalents include short-term, highly liquid investments with original maturities of 90 days or less. The Company did not have any cash equivalents at December 31, 2022 or 2021.

The Company maintains its cash balances with high credit quality financial institutions, which from time to time may be in excess of federally insured limits.

Fair value of financial instruments

The Company records its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. This hierarchy requires the Company to use observable market data when available and to minimize the use of unobservable inputs when determining fair value. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

F-20

Table of Contents

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021

Note 1 — Organization, business and summary of significant accounting policies: (cont.)

Financial instruments measured and disclosed at fair value are classified and disclosed based on the observability of inputs used in the determination of fair value as follows:

 

Level 1:

  

Unadjusted, quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.
   

Level 2:

  

Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
   

Level 3:

  

Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

Accounts receivable

The Company uses the reserve for bad debts method for valuing doubtful accounts receivable, which is based on historical experience, coupled with a review of the current status of existing receivables. The allowance for doubtful accounts amount to $38,707 as of December 31, 2022 and 2021.

Inventories

Inventories are stated at the lower of cost or net realizable value using the first-in first-out (FIFO) method.

Equipment and improvements

Equipment and improvements are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of equipment and improvements are provided using the straight-line method over the estimated useful lives of the assets.

Operating Lease right-of-use assets

From time to time, the Company may enter into operating lease or sub-lease agreements, including our corporate headquarters. We account for leases in accordance with ASC Topic 842: Leases, which requires a lessee to utilize the right-of-use model and to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either financing or operating, with classification affecting the pattern of expense recognition in the statement of operations. In addition, a lessor is required to classify leases as either sales-type, financing or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as financing. If the lessor does not convey risk and rewards or control, the lease is treated as operating. We determine if an arrangement is a lease, or contains a lease, at inception and record the lease in our financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor.

Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term. Lease right-of-use assets and liabilities at commencement are initially measured at the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at commencement to determine the present value of lease payments except when an implicit interest rate is readily determinable. We determine our incremental borrowing rate based on market sources including relevant industry data.

F-21

Table of Contents

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021

Note 1 — Organization, business and summary of significant accounting policies: (cont.)

We have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct sales-type leases and production equipment classes embedded in supply agreements. From a lessor perspective, the timing and pattern of transfer are the same for the non-lease components and associated lease component and, the lease component, if accounted for separately, would be classified as an operating lease.

We have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments.

Our leases, where we are the lessee, do not include an option to extend the lease term. Our lease does not include an option to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease term would include options to extend or terminate the lease when it is reasonably certain that we will exercise such options.

Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, included as a component of general and administrative expenses, in the accompanying consolidated statements of operations.

Certain operating leases provide for annual increases to lease payments based on an index or rate, our lease has no stated increase, payments were fixed at lease inception. We calculate the present value of future lease payments based on the index or rate at the lease commencement date. Differences between the calculated lease payment and actual payment are expensed as incurred.

See Note 8.

Intangible assets

Finite-lived intangible assets, which includes patents, are recorded at fair value, net of accumulated amortization, and are amortized using the straight-line method.

The Company assesses the impairment of long-lived intangible assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Impairment of long lived assets

The Company evaluates property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds these estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the assets exceeds the fair value of the asset or asset group, based on discounted cash flows. The Company did not have any impairments during the years ended December 31, 2022 and 2021.

Revenue recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before

F-22

Table of Contents

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021

Note 1 — Organization, business and summary of significant accounting policies: (cont.)

revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligation(s) in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligation(s) in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. ASC 606 outlines a single comprehensive method for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance.

The guidance outlines a five-step process for revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards, and also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Major provisions include determining which goods and serves are distinct and represent separate performance obligations, how variable consideration is recognized, whether revenue should be recognized at a point in time or over time and ensuring the time value of money is considered in the transaction price.

These contracts with customers typically consist of purchasing metalized foil, paper, and paperboard which represent single performance obligations that are satisfied upon transfer of control to the customer. Transfer of control and revenue recognition generally occur upon delivery, which is when title, ownership, and risk of loss pass to the customer and is based on the applicable shipping terms.

Freight and shipping revenue billed to customers concurrent with revenue producing activities is included within revenue and the cost for freight and shipping is recognized as an expense within cost of sales when control has transferred to the customer. Shipping and handling activities that occur after control of the related products is transferred are treated as a fulfillment activity rather than a promised service and therefore are not considered a performance obligation.

Advertising

The Company expenses the cost of advertising and promotions as incurred. Advertising costs charged to operations amounted to $59,995 and $51,941 for the years ended December 31, 2022 and 2021, respectively.

Income taxes

The Company, with the consent of its stockholders, elected to be treated as an “S” Corporation under the applicable sections of the Internal Revenue Code. Under these sections, corporate income or loss, in general, is allocated to the stockholders for inclusion in their personal income tax returns. Accordingly, there is no current provision for federal income tax in the accompanying consolidated financial statements.

The Company also elected to be treated as an “S” Corporation for New Jersey state income tax purposes. However, the State of New Jersey does impose a tax on “S” Corporation income at a reduced rate and, accordingly, a provision for such tax has been provided in the accompanying consolidated financial statements. The increase in taxes for 2022 is due to reporting a full year of taxes from the Poland facility for the sum of $30,982 and U.S. taxes for the sum of $86,129. New Jersey pass-through entity (PTE) estimated tax payments increased by $26,000, while 2021 taxes reported was $168 after receiving a refund from the state of New Jersey for the sum of $37,794.

Foreign currency

The functional currency of the Company’s foreign subsidiaries is its respective local currency. Accordingly, all assets and liabilities related to these operations are translated into U.S. dollars at the current exchange rates at the end of each period. Expenses are translated at average exchange rates in effect during the period. Foreign currency transaction gains and losses are included in the results of operations and were not significant.

F-23

Table of Contents

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021

Note 1 — Organization, business and summary of significant accounting policies: (cont.)

Basic and diluted earnings per share

The basic earnings per common share is computed by dividing the earnings by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the earnings adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the years ended December 31, 2022 and 2021, there were no potential dilutive securities. The following table sets forth the computation of basic and diluted net income per common share:

 

Year Ended
December 31,
   

2022

  

2021

Net income (A)

  

$

759,705

  

$

921,517

Weighted-average basic shares outstanding (B)

  

 

10,302,126

  

 

10,302,126

Basic and diluted earnings per common share (A/B)

  

$

0.07

  

$

0.09

Recent accounting policies:

In February 2016, the FASB established Topic 842, Leases, by issuing ASU No. 2016-02, which requires lessees to recognize the rights and obligations created by leases on the balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-11, Targeted Improvements, ASU No. 2018-10, Codification Improvements to Topic 842, and ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. As an emerging growth company, the new standard became effective for the Company January 1, 2022. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. The Company adopted the new standard on January 1, 2022 using the modified retrospective transition approach as of the effective date of the initial application. The new standard provides a number of optional practical expedients in transition.

The Company elected the “package of practical expedients”, which permits entities not to reassess under the new lease standard prior conclusions about lease identification, lease classification and initial direct costs.

COVID-19

Our business and supply chain may be adversely affected by instability, disruption or destruction in a geographic region in which it operates. The COVID-19 pandemic has significantly impacted economic activity and markets throughout the world. The pandemic and the measures instituted by governmental authorities and associated responses to the COVID-19 pandemic could adversely impact our business in a number of ways, including workforce and supply chain disruptions; higher employee compensation costs; and local, regional, national or international economic slowdowns. The ultimate impact depends on the severity and duration of the pandemic and actions taken by governmental authorities and other third parties in response, each of which is uncertain, rapidly changing and difficult to predict. Any of these disruptions could adversely impact our business and results of operations.

The conflict in Ukraine

Geopolitical issues around the world can impact macroeconomic conditions and could have a material adverse impact on our financial results. For instance, the ultimate impact of the conflict in Ukraine on fuel prices, inflation, the global supply chain and other macroeconomic conditions is unknown and could materially adversely affect global economic growth, disrupting discretionary spending habits and generally decreasing demand for our products and services. While the Company does not provide products to Russia, it is a significant global producer of fuel, nickel,

F-24

Table of Contents

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021

Note 1 — Organization, business and summary of significant accounting policies: (cont.)

and copper. Disruptions in the markets for those inputs could negatively impact the global and domestic economy. The extent and duration of this conflict, sanctions and resulting market and supply chain disruptions are highly unpredictable but could be substantial.

Note 2 — Inventories

Inventories at December 31, consist of the following:

 

2022

  

2021

Raw materials

  

$

6,169,630

  

$

5,584,545

Work in process

  

 

54,719

  

 

77,533

Finished goods

  

 

746,577

  

 

621,033
   

$

6,970,926

  

$

6,283,111

Note 3 — Equipment and improvements

At December 31, equipment and improvements consisted of the following:

 

Estimated
Useful
Lives

  

2022

  

2021

Machinery and equipment

  

1 – 12 years

  

$

16,441,842

 

  

$

16,404,612

 

Furniture and fixtures

  

1 – 5 years

  

 

1,362,689

 

  

 

1,176,514

 

Automobiles

  

5 years

  

 

127,357

 

  

 

150,040

 

Leasehold improvements

  

5 – 20 years

  

 

3,001,630

 

  

 

2,892,765

 

Construction in process

      

 

833,236

 

  

 

761,848

 
       

 

21,766,754

 

  

 

21,385,779

 

Less: Accumulated depreciation and amortization

      

 

(15,994,178

)

  

 

(15,165,420

)
       

$

5,772,576

 

  

$

6,220,359

 

Depreciation expense was 1,025,289 and $703,123 for the years ended December 31, 2022 and 2021. During 2022, Poland sold assets which resulted as a gain on disposal of $10,634 reported in “Selling, general, and administrative expense.”

Note 4 — Long-term debt

Long-term debt consists of the following as of December 31:

 

2022

  

2021

Secured note payable to third party bearing interest at 3.64% maturing February 2024

  

$

—

 

  

$

201,498

 

Secured note payable to third party maturing March 2023

  

 

2,483

 

  

 

7,564

 

Secured Loan Facility financing with a third party bearing interest at 7.39% and 4.75% for 2022 and 2021 maturing January 2028

  

 

746,780

 

  

 

664,680

 

Convertible note payable – Bridge financing

  

 

500,000

 

  

 

—

 

Unsecured note payable bearing 0% interest maturing January 2025

  

 

36,058

 

  

 

—

 

Total long-term debt

  

 

1,285,321

 

  

 

873,742

 

Less: Current portion of long-term debt

  

 

(637,158

)

  

 

(329,702

)

Total long-term debt

  

$

648,163

 

  

$

544,040

 

F-25

Table of Contents

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021

Note 4 — Long-term debt (cont.)

The Company received gross proceeds of $500,000 from the Bridge Financing, pursuant to the terms of a subscription agreement with Boustead Securities, LLC. The convertible notes mature on October 19, 2025 (unless earlier converted) and bear interest at a rate of 10% per annum. The convertible notes automatically convert (without any action on the part of the holders) upon the effectiveness of this offering into shares of our common stock at a conversion price of $2.75 per share. The Company is using the net proceeds of the Bridge Financing to fund working capital and capital expenditure requirements leading up to the offering.

On September 27, 2021, the Company entered into an equipment financing facility (the “Loan Facility”) with M&T Capital and Leasing Corporation (f/k/a People’s Capital and Leasing Corp.) (“M&T Bank”) pursuant to the terms of, among other documents, a Schedule to a Master Loan and Security Agreement. The Loan Facility provided the Company with an aggregate of $3,434,150 to purchase certain equipment and is secured by such equipment. On May 31, 2022, the Company entered into a commencement letter with M&T Bank (the “Commencement Letter”) in order to lock-in an annual interest rate of 7.39% for the Loan Facility.

Payments on the Loan Facility are to be made in three installments. The first installment of $664,680 was made on October 20, 2021, with an additional disbursement of $82,100 in 2022. As of the years ended December 31, 2022 and 2021, this first installment and additional disbursement are recorded as a component of Property and equipment and the current and long-term portion of long-term debt in the Company’s consolidated balance sheet. The second installment of $2,355,030 was made upon the receipt of the equipment by the Company in May of 2023. The third and final installment will be made when the equipment is placed into service, which is expected to occur in July of 2023.

The Company capitalized interest related to the Loan Facility in the amounts of $161,583 and $2,576 for the years ended December 31, 2022 and 2021, respectively. For the three-month periods ended March 31, 2023 and 2022, the Company capitalized interest in the amounts of $63,154 and $7,478, respectively. Pursuant to the terms of the Commencement Letter, the Company paid eight (8) monthly interest only payments of $21,149 from June 2022 through January 2023, and the remainder of the Loan Facility is payable in sixty (60) monthly installments of $68,634, which monthly payments commenced in February 2023.

Principal payments due on long-term debt for each of the years following December 31, 2022 are as follows:

2023

  

$

637,158

2024

  

 

141,691

2025

  

 

128,780

2026

  

 

134,897

thereafter

  

 

242,795
   

$

1,285,321

Note 5 — Related party transactions

Related party debt consists of the following as of December 31:

 

2022

  

2021

Unsecured notes payable to shareholders bearing interest at 5.0% maturing December 2026

  

$

3,200,000

 

  

$

3,200,000

 

Unsecured notes payable to shareholders bearing interest at 6.5% maturing October 2042

  

 

1,015,900

 

  

 

1,040,448

 

Unsecured note payable to former owner of Achilles

  

 

202,259

 

  

 

515,849

 

Secured note payable to related party bearing interest at 6.5% maturing October 2025

  

 

12,138,393

 

  

 

12,342,174

 

Total related party debt

  

 

16,556,552

 

  

 

17,098,471

 

Less: current portion of related party debt

  

 

(1,023,657

)

  

 

(1,003,987

)

Total long-term related party debt

  

$

15,532,895

 

  

$

16,094,484

 

F-26

Table of Contents

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021

Note 5 — Related party transactions (cont.)

Principal payments due on long-term related party debt for each of the years following December 31, 2022 are as follows:

2023

  

$

1,023,657

2024

  

 

867,275

2025

  

 

915,755

2026

  

 

966,991

thereafter

  

 

12,782,874
   

$

16,556,552

The Company paid to related party consulting fees in the amount of $60,000 and $60,000 for the years ended December 31, 2022 and 2021, respectively. In addition, interest was paid to related parties of $1,024,378 and $809,032, respectively.

Note 6 — Income taxes

Income tax expense consists of the following:

 

2022

  

2021

Current – NJ

  

$

117,111

  

$

168

Note 7 — Employee benefit plans

The Company has adopted a 401(K) retirement plan for employees. Under the terms of the plan, employees are entitled to contribute up to fifteen percent of their total compensation. The company currently does not match employee contributions under this retirement plan.

Note 8 — Commitments

Operating lease right-of-use assets

The Company leases its office and warehouses, certain office and warehouse equipment, and vehicles under non-cancelable operating leases. The Company entered into a sublease agreement to lease office space from their main office location to a sub-tenant. The sub-tenant is responsible for 27% of the rent and related expenses. Rent expense, offset by the sublease income, under these non-cancelable leases was $1,124,191 and $1,074,398 for the years ended December 31, 2022 and 2021, respectively.

At December 31, 2022, the Company has no financing leases as defined in ASC 842, “Leases.”

F-27

Table of Contents

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021

Note 8 — Commitments (cont.)

The tables below present information regarding the Company’s operating lease assets and liabilities at December 31, 2022:

Schedule of Operating Lease Assets and Liabilities

 

December 31,
2022

Assets

  

 

  

 

Operating lease – right-of-use asset – non-current

  

$

4,924,508

 
   

 

  

 

Liabilities

  

 

  

 

Operating lease liability

  

$

4,924,508

 

Weighted-average remaining lease term (years)

  

 

5

 

Weighted-average discount rate

  

 

5

%
   

 

  

 

Operating lease costs

  

 

  

 

Amortization of right-of-use operating lease asset

  

$

271,373

 

Lease liability expense in connection with obligation repayment

  

 

921,506

 

Total operating lease costs

  

$

1,192,879

 

Supplemental cash flow information related to operating leases was as follows:

  

 

  

 

Operating cash outflows from operating lease (obligation payment)

  

$

1,192,879

 

Right-of-use asset obtained in exchange for new operating lease liability

  

$

5,846,014

 

Future minimum lease payments required under leases that have initial or remaining non- cancelable lease terms in excess of one year at December 31, 2022:

Schedule of Future Minimum Lease Payments

2023

  

$

1,169,932

 

2024

  

 

921,409

 

2025

  

 

946,217

 

2026

  

 

971,732

 

Remaining

  

 

1,679,625

 

Total undiscounted cash flows

  

 

5,688,914

 

Less: amount representing interest

  

 

(764,406

)

Present value of operating lease liability

  

 

4,924,508

 

Less: current portion of operating lease liability

  

 

945,404

 

Long-term operating lease liability

  

$

3,979,104

 

Note 9 — Fair value measurement

The following methods and assumptions were used to estimate fair value of each class of financial instruments for which it is practicable to estimate notes payable.

The fair values of each of the Company’s debt instruments are based on quoted market prices for the same or similar issues or on the current rates offered to the Company for instruments of the same remaining maturities. The fair value of notes payable is based primarily on the present value of the remaining payments discounted at the borrowing cost. The carrying value of outstanding amounts related to supply chain financing agreements approximates the fair value due to their short-term maturity (less than one year).

F-28

Table of Contents

UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021

Note 9 — Fair value measurement (cont.)

     

December 31, 2022

  

December 31, 2021
   

Fair value
Hierarchy

  

Carrying
value (a)

  

Estimated
Fair Value

  

Carrying
value (a)

  

Estimated
Fair Value

Secured note payable – related party bearing interest at 3.5% maturing in October 2025

  

Level II

  

$

12,138,393

  

$

11,610,467

  

$

12,342,174

  

$

11,790,811

Unsecured notes payable to shareholders bearing interest at 5.0% maturing December 2026

  

Level II

  

 

3,200,000

  

 

3,049,711

  

 

3,200,000

  

 

3,050,859

Unsecured notes payable to shareholders bearing interest at 6.5% maturing October 2042

  

Level II

  

 

1,015,900

  

 

979,764

  

 

1,040,447

  

 

1,001,385

Long-term debt:

      

 

    

 

    

 

    

 

  

Secured note payable to third party bearing interest at 3.64% maturing February 2024

  

Level II

  

 

—

  

 

—

  

 

201,498

  

 

201,498

Secured note payable to third party maturing March 2023

  

Level II

  

 

2,484

  

 

2,484

  

 

7,565

  

 

7,565

Secured Loan Facility financing with a third party bearing interest at 4.75% maturing January 2028

  

Level II

  

 

746,780

  

 

707,350

  

 

664,680

  

 

629,608

Convertible note payable – Bridge financing

  

Level II

  

 

500,000

  

 

500,000

  

 

—

  

 

—

Unsecured note payable to former owner of Achilles

  

Level II

  

 

202,259

  

 

202,259

  

 

515,849

  

 

515,849

Unsecured note payable to third party bearing 0% interest maturing in January 2025

  

Level II

  

 

36,058

  

 

36,058

  

 

—

  

 

—

Total

      

$

17,841,874

  

$

17,088,093

  

$

17,972,213

  

$

17,197,575

____________

(a)      Amounts are net of unamortized deferred financing costs and discounts/premiums.

The fair value estimates related to the Company’s debt instruments presented above are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgments and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Note 10 — Acquisition of Achilles Polska SP.z.o.o

On July 23, 2021, the Company closed on the acquisition of Achilles Polska Sp. z.o.o, subsequently renamed Unifoil Sp. z.o.o. (“Poland”). Poland was purchased through our wholly-owned subsidiary Unifoil E.U., LLC. Poland is a Polish-based laminating and packaging company serving the European market.

The acquisition was accounted for under the acquisition method of accounting and the operating results of Poland have been included in our consolidated financial statements as of the closing date of the acquisition. Under the acquisition method of accounting, the aggregate amount of consideration paid by the Company was allocated to Poland assets and liabilities based on their estimated fair values as of the acquisition closing date.

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UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021

Note 10 — Acquisition of Achilles Polska SP.z.o.o (cont.)

The purchase price was allocated to the assets and liabilities of Poland as follows:

 

As of
July 23,
2021

Cash

  

$

695

Accounts receivable

  

 

523,002

Inventory

  

 

489,319

Prepaid expenses

  

 

12,743

Other current assets

  

 

38,609

Property and equipment

  

 

4,238,400

Total assets acquired

  

 

5,302,768
   

 

  

Accounts payable and accrued expenses

  

 

803,088

Payable to former owner

  

 

515,850

Current portion long term debt

  

 

8,234

Long term debt

  

 

367,862

Total liabilities assumed

  

 

1,695,034
   

 

  

Total purchase price

  

$

3,607,734

During the year ended December 31, 2021, sales of $2,043,397 and a net loss of $223,677 related to Poland was included in the consolidated statement of operations of the Company.

The following unaudited pro forma information presents our consolidated results of operations as if Poland had been included in our consolidated results since January 1, 2021:

 

For the Years Ended
December 31,
(Unaudited)
   

2022

  

2021

Sales

  

$

30,216,998

  

$

28,135,240

Net income

  

 

766,305

  

 

976,212

Weighted common shares outstanding

  

 

10,302,126

  

 

10,302,126

Earnings per share

  

$

0.07

  

$

0.09

The unaudited pro forma financial information is presented for informational purposes only, and may not necessarily reflect the Company’s future results of operations or what the results of operations would have been had the Company owned and operated Poland as of January 1, 2021.

Net income for 2021 includes income of $54,695 related to Poland for the period January 1, 2021 through July 23, 2021, the date of acquisition. The results of Poland for the year ended December 31, 2022 are already included in the Company’s consolidated sales and net income presented above.

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UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021

Note 11 — Direct and Indirect manufacturing costs

At December 31, direct and indirect manufacturing costs consisted of the following:

 

2022

  

2021

Direct manufacturing costs:

  

 

    

 

  

Freight

  

 

613,746

  

 

492,234

Labor

  

 

1,122,442

  

 

992,866

Materials

  

 

16,931,051

  

 

13,278,441
   

$

18,667,239

  

$

14,763,541
   

 

    

 

  

Indirect manufacturing costs:

  

 

    

 

  

Salaries, wages, and employee benefits

  

$

1,722,644

  

 

850,586

Freight

  

 

1,480,468

  

 

1,417,346
   

 

    

 

  

Rent, utilities, insurance, and other

  

 

1,563,194

  

 

1,382,360

Packing supplies

  

 

600,886

  

 

415,437

Repairs and maintenance

  

 

432,560

  

 

900,416
   

 

    

 

  

Depreciation and amortization

  

 

1,010,209

  

 

469,877
   

$

6,809,961

  

$

5,436,022

Note 12 — Selling, general, and administrative expenses

At December 31, selling, general, and administrative expenses consisted of the following:

 

2022

  

2021

Salaries, wages, and employee benefits

  

$

1,852,506

  

$

1,444,836

Office expenses

  

 

536,412

  

 

681,362

Travel and entertainment

  

 

112,999

  

 

56,530

Advertising and promotion

  

 

62,985

  

 

51,941

Computer expense

  

 

113,753

  

 

96,143

Accounting, legal, and professional consulting fees

  

 

114,783

  

 

109,323

Rent

  

 

152,887

  

 

63,209

Depreciation and amortization

  

 

24,864

  

 

233,246
   

$

2,971,189

  

$

2,736,590

Note 13 — Segments

Our chief operating decision maker (who is our Chief Executive Officer) reviews our financial information presented on an operating segment basis for purposes of allocating resources and evaluating our financial performance. Following the acquisition of Poland, the Company reorganized into two operating segments, a USA operating segment

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UNIFOIL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021

Note 13 — Segments (cont.)

and a Poland operating segment. The Company has two reportable operating segments, which consist of USA and Poland. Segment sales, income/(loss) from operations, other income/(expense) and income/(loss) before income tax provision are as follows:

 

Year ended
December 31,
   

2022

  

2021

Sales:

  

 

  

 

  

 

  

 

USA

  

$

24,693,151

 

  

$

22,707,635

 

Poland

  

 

5,523,847

 

  

 

2,030,412

 

Consolidated sales

  

 

30,216,998

 

  

 

24,738,047

 
   

 

  

 

  

 

  

 

Income from operations:

  

 

  

 

  

 

  

 

USA

  

 

2,322,294

 

  

 

2,232,627

 

Poland

  

 

(553,685

)

  

 

(430,733

)

Total operating income/(loss)

  

 

1,768,609

 

  

 

1,801,894

 
   

 

  

 

  

 

  

 

Other income/(expense), net:

  

 

  

 

  

 

  

 

USA

  

 

(871,974

)

  

 

(877,821

)

Poland

  

 

(13,219

)

  

 

(2,388

)

Total other income/(expense), net

  

 

(885,193

)

  

 

(880,209

)
   

 

  

 

  

 

  

 

Income/(loss) before income tax benefit:

  

 

  

 

  

 

  

 

USA

  

 

1,364,192

 

  

 

1,145,362

 

Poland

  

 

(604,487

)

  

 

(223,677

)

Income/(loss) before income tax benefit

  

 

759,705

 

  

 

921,685

 
   

 

  

 

  

 

  

 

Long-lived assets:

  

 

  

 

  

 

  

 

USA

  

 

9,957,252

 

  

 

5,391,790

 

Poland

  

 

920,819

 

  

 

1,064,190

 
   

$

10,878,071

 

  

$

6,455,980

 

Assets:

  

 

  

 

  

 

  

 

USA

  

 

17,138,088

 

  

 

11,290,283

 

Poland

  

 

5,638,759

 

  

 

5,057,628

 
   

$

22,776,847

 

  

$

16,347,911

 

Depreciation and amortization was $1,035,073 and $427,662 for the Unifoil USA segment for the years ended December 31, 2022 and 2021, respectively. Depreciation and amortization was $127,421 and $275,461 for the Poland segment for the years ended December 31, 2022 and 2021, respectively.

Interest expense was $871,974 and $877,821 for the Unifoil USA segment for the years ended December 31, 2022 and 2021, respectively. Interest expense was $13,220 and $2,388 for the Poland segment for the years ended December 31, 2022 and 2021, respectively.

Long-lived assets are recognized at their historical cost less accumulated depreciation, amortization and less any impairment. Long-lived assets were $9,957,252 and $5,391,790 for the Unifoil USA segment and $920,819 and $1,064,190 for the Poland segment for the year ended December 31, 2022, and the year ended December 31, 2021, respectively.

There are no assets outside of USA and Poland. Net sales for geographic segments are generally based on the location of customers and sales through the Company’s manufacturing facilities in those geographic locations. The Company’s geographic sales are based on where products are shipped. Segment sales in Poland amounted to $2,961,728 and $1,488,888 in 2022 and 2021, respectively. Segment sales in Germany amounted to $2,215,611 and $416,464 in 2022 and 2021, respectively. Sales in other countries were not significant.

Note 14 — Subsequent events

Management has evaluated events and transactions subsequent to the balance sheet date through the date of this report (the day the financial statements were available to be issued) for potential recognition or disclosure in the financial statements. Management has not identified any items requiring recognition or disclosure.

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3,000,000 Shares of Common Stock

Unifoil Holdings, Inc.

_________________________

Preliminary Prospectus

_________________________

________, 2023

Boustead Securities, LLC

  

Sutter Securities, Inc.

Through and including            , 2023 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

       

 

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The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Preliminary Resale Prospectus

      

Subject to Completion, dated September 21, 2023

215,154 Shares of Common Stock

Unifoil Holdings, Inc.

Common Stock offered by Selling Shareholders

This prospectus relates to the offer and resale of up to 215,154 shares of our common stock, par value $0.001 per share, by the sellers listed under “Selling Shareholders”, collectively referred to as the “Selling Shareholders”.

From September 2022 to December 2022, we received gross proceeds of $500,000 from a private placement of convertible promissory notes pursuant to the terms of a subscription agreement with seven accredited investors. Upon the effectiveness of the registration statement of which this prospectus forms a part, the convertible promissory notes will automatically convert into common stock at a conversion price of $2.75 per share. The selling shareholders have represented to us that they will not offer or sell their shares prior to the closing of the initial public offering of 3,000,000 shares of our common stock. We currently expect the initial public offering price will be between $4.00 and $6.00 per share. This resale offering by the Selling Shareholders pursuant to this prospectus is conditioned on consummation of the initial public offering. Sales of these shares, or the potential of such sales, may have an adverse effect on the market price of the shares offered hereby.

Prior to the initial public offering, no public market has existed for our common stock. We have applied to list our shares of common stock for trading on the NYSE American under the symbol “UNFL.” This listing is a condition to the initial public offering. No assurance can be given that our application will be approved and that our common stock will ever be listed on the NYSE American. If our listing application is not approved by the NYSE American, we will not be able to consummate the initial public offering and will terminate the offering.

The shares of common stock may be offered by the Selling Shareholders in negotiated transactions, at either prevailing market prices or negotiated prices. The Selling Shareholders in their discretion may also offer the shares of common stock from time to time in ordinary brokerage transactions or if we are successful in our application to NYSE American, in the NYSE American marketplace or otherwise. The Selling Shareholders can offer all, some or none of their shares of common stock, thus we have no way of determining the number of shares of common stock they will hold after this offering. See our discussion in the “Plan of Distribution” section of this prospectus.

The Selling Shareholders and any brokers executing selling orders on behalf of the Selling Shareholders may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, and commissions received by a broker executing selling orders may be deemed to be underwriting commissions under the Securities Act.

These are speculative securities. See “Risk Factors” beginning on page 13 for the factors you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus __________, 2023.

 

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Summary of the Offering

Securities being offered by the Selling Shareholders:

  


215,154 shares

Plan of Distribution:

  

The shares of common stock may be offered by the Selling Shareholders in negotiated transactions, at either prevailing market prices or negotiated prices. The Selling Shareholders in their discretion may also offer the shares of common stock from time to time in ordinary brokerage transactions, or if we are successful in our application to NYSE American, in the NYSE American marketplace or otherwise. The Selling Shareholders can offer all, some or none of their shares of common stock, thus we have no way of determining the number of shares of common stock they will hold after this offering. See our discussion in the “Selling Shareholders Plan of Distribution” section of this prospectus.

Risk factors:

  

Investing in our shares of common stock involves a high degree of risk and purchasers of our common stock may lose their entire investment. See “Risk Factors” and the other information included and incorporated by reference into this prospectus for a discussion of risk factors you should carefully consider before deciding to invest in our shares.

Proposed NYSE American symbol:

  

We have applied to list our shares of common stock for trading on the NYSE American under the symbol “UNFL.” This listing is a condition to the offering. No assurance can be given that our application will be approved and that our common stock will ever be listed on the NYSE American. If our listing application is not approved by the NYSE American, we will not be able to consummate the offering and will terminate this offering.

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USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the Shares by the Selling Shareholders pursuant to this prospectus. The Selling Shareholders will pay any agent’s commissions and expenses they incur for brokerage, accounting, tax or legal services or any other expenses that they incur in disposing of the shares of common stock. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares of common stock covered by this prospectus and any prospectus supplement.

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SELLING SHAREHOLDERS

This prospectus relates to the offer and resale of up to 215,154 shares of our common stock, consisting of (i) 181,820 shares issued to the investors in our bridge financing pursuant to their respective convertible promissory notes (the “Convertible Notes”) and (ii) 33,334 shares issued to Mitchell Silberberg & Knupp LLP, our legal counsel, which shares were issued as partial consideration for legal services provided to us in connection with this offering. We are registering the shares in accordance with the terms of the Convertible Notes, in order to permit the Selling Shareholders to offer the shares for resale from time to time.

The table below lists the Selling Shareholders and other information regarding the “beneficial ownership” of the shares of common stock by the Selling Shareholders. In accordance with Rule 13d-3 of the Exchange Act, “beneficial ownership” includes any shares of our common stock as to which the Selling Shareholders have sole or shared voting power or investment power and any shares of our common stock the Selling Shareholders have the right to acquire within 60 days.

Each Selling Shareholder may be deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

The first column indicates the number of shares of common stock beneficially owned by the Selling Shareholders, based on their ownership as of September 21, 2023. The second column lists the shares of common stock being offered by this prospectus by the Selling Shareholders.

The Selling Shareholders can offer all, some or none of their shares of common stock, thus the number of shares of common stock they will hold after this offering is indeterminate. However, the third and fourth columns assume that the Selling Shareholders will sell all shares of common stock covered by this prospectus. See “Plan of Distribution.”

 

Beneficial
Ownership
Before the
Selling
Shareholders
Offering

  

Number
of Shares
Being
Offered(1)

  

Beneficial
Ownership After the
Selling
Shareholders
Offering(2)

  

Percentage of
Ownership
After the
Selling
Shareholders
Offering

Bridge Financing investors

                

 

Joseph Funicelli(3)

  

1,697,418

  

18,182

  

1,679,236

  

12.6

%

Mark Olivier(4)

  

9,091

  

9,091

  

—

  

—

 

Oleta Investments, LLC(5)

  

36,364

  

36,364

  

—

  

—

 

Varkes Churukian(6)

  

9,091

  

9,091

  

—

  

—

 

BaseStones, Inc.(7)

  

54,546

  

54,546

  

—

  

—

 

Chris Etherington(8)

  

9,091

  

9,091

  

—

  

—

 

Eternal Horizon International Company Ltd.(9)

  

45,455

  

45,455

  

—

  

—

 

Mitchell Silberberg & Knupp LLP(10)

  

33,334

  

33,334

        

 

Total

  

1,894,390

  

215,154

        

 

____________

*        Beneficial ownership of less than 1%.

(1)      Consists of up to 215,154 shares of our Common Stock to be sold by the Selling Shareholders.

(2)      Assumes all shares of common stock of the Selling Shareholders are sold.

(3)      Represents 18,182 shares of common stock issuable upon conversion of the convertible promissory note. He has served as the Company’s President and Chief Executive officer since November 2000 and a board member since January 2001. The principal business address of Joseph Funicelli is 12 Daniel Road East, Fairfield, New Jersey 07004.

(4)      Represents 9,091 shares of common stock issuable upon conversion of the convertible promissory note. The principal business address of Mark Olivier is 10822 Coronel Road, Santa Ana, CA 92705.

(5)      Represents 36,364 shares of common stock issuable upon conversion of the convertible promissory note, of which Chris Etherington has sole voting and dispositive control over. The principal business address of Oleta Investments, LLC is 318 N. Carson Street, Suite 208, Carson City, Nevada, 89701.

(6)      Represents 9,091 shares of common stock issuable upon conversion of the convertible promissory note. The principal business address of Varkes Churukian is 26664 Trillium Drive, Farmington Hills, MI 48331.

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(7)      Represents 54,546 shares of common stock issuable upon conversion of the convertible promissory note, of which Mohammad Ansari has sole voting and dispositive control over such shares. The principal business address of BaseStones, Inc. is 1901 Avenue of the Stars, Suite 200, Los Angeles, CA 90067.

(8)      Represents 9,091 shares of common stock issuable upon conversion of the convertible promissory note. The principal business address of Chris Etherington is 318 N. Carson Street, Suite 208, Carson City, Nevada, 89701.

(9)      Represents 45,455 shares of common stock issuable upon conversion of the convertible promissory note, of which Jie Xu has sole voting and dispositive control over such shares. The principal business address of Eternal Horizon International Company Ltd. is 30 de Castro Street Wickams Cay PO Box 4518, Road Town Portola.

(10)    Represents 33,334 shares of common stock received as partial consideration for legal services provided to us in connection with this offering, of which Douglas Gold, Chief Operating Officer of Mitchell Silberberg & Knupp LLP, is deemed to hold voting and dispositive power with respect to such shares. The principal business address of Mitchell Silberberg & Knupp LLP is 437 Madison Ave., 25th Floor, New York, NY 10022.

Material Relationships with Selling Shareholders

Joseph Funicelli serves as the Company’s Chairman of the board of directors, President and Chief Executive Officer. Mitchell Silberberg & Knupp LLP is the Company’s legal counsel. Other than as set forth in this paragraph and in connection with the transactions described above, we have not had any material relationships with the Selling Shareholders in the last three years.

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PLAN OF DISTRIBUTION

The selling shareholders and any of their respective pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on any trading market, stock exchange or other trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling shareholders may use any one or more of the following methods when selling securities:

•        ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•        block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•        purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•        an exchange distribution in accordance with the rules of the applicable exchange;

•        privately negotiated transactions;

•        settlement of short sales;

•        in transactions through broker-dealers that agree with the selling shareholders to sell a specified number of such securities at a stipulated price per security;

•        through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

•        a combination of any such methods of sale; or

•        any other method permitted pursuant to applicable law.

The selling shareholders may also sell securities under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with the sale of the securities covered hereby, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The selling shareholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling shareholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. We are requesting that each selling shareholder inform us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities. We will pay certain fees and expenses incurred by us incident to the registration of the securities.

Because each of the selling shareholders may be deemed to be an “underwriter” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under

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the Securities Act may be sold under Rule 144 rather than under this prospectus. We are requesting that each selling shareholder confirm that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the selling shareholders.

We intend to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the selling shareholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the selling shareholders or any other person. We will make copies of this prospectus available to the selling shareholders and are informing the selling shareholders of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

LEGAL MATTERS

The validity of the shares of common stock being offered by this prospectus has been passed upon for us by Mitchell Silberberg & Knupp LLP.

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215,154 Shares of Common Stock

Unifoil Holdings, Inc.

_________________________

Resale Prospectus

_________________________

________, 2023

You should not rely on the information contained in this resale prospectus. No dealer, salesperson or other person is authorized to give information that is not contained in this resale prospectus. This resale prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this resale prospectus is correct only as of the date of this resale prospectus, regardless of the time of delivery of this resale prospectus or the sale of these securities.

    

 

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PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13.     Other expenses of issuance and distribution

The following table sets forth the costs and expenses, other than the underwriting discounts and commissions, payable in connection with the sale of the securities being registered. All amounts shown are estimates, except the Securities and Exchange Commission registration fee, the Financial Industry Regulatory Authority filing fee and the Exchange listing fee.

SEC registration fee

  

$

*

FINRA filing fee

  

 

*

NYSE American listing fee

  

 

*

Printing and engraving expenses

  

 

*

Legal fees and expenses

  

 

450,000

Accounting fees and expenses

  

 

*

Blue sky qualification fees and expenses

  

 

*

Transfer agent fees and expenses

  

 

*

Miscellaneous fees and expenses

  

 

*

Total

  

$

*

____________

*        To be filed by amendment

Item 14.     Indemnification of directors and officers

We are incorporated under the laws of the state of New Jersey. New Jersey permits entities organized under its jurisdiction to indemnify directors and officers with certain limitations. The relevant provisions of New Jersey law permitting indemnification can be found in Section 14A:3-5 of the New Jersey Statutes Annotated.

Our directors and officers are indemnified by our bylaws against amounts actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they are a party by reason of being or having been directors or officers of our company. Our certificate of incorporation provides that none of our directors or officers shall be personally liable for damages for breach of any fiduciary duty as a director or officer involving any act or omission of any such director or officer. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to such directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by such director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

In addition, we have purchased a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances.

Item 15.     Recent Sales of Unregistered Securities.

From September 2022 to December 2022, we received gross proceeds of $500,000 from a private placement of convertible promissory notes (the “Bridge Financing”) pursuant to the terms of a subscription agreement with seven accredited investors. The convertible notes will mature on October 19, 2025 (unless earlier converted) and will bear interest at a rate of 10% per annum. The convertible notes will automatically convert (without any action on the part of the holders) upon the effectiveness of this offering into 181,820 shares of our common stock at a conversion price of $2.75 per share. The holders of our convertible notes will own approximately 1.3% of the outstanding shares of our common stock following this offering.

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We used the net proceeds of the Bridge Financing to fund our continuing working capital and capital expenditure requirements leading up to this offering. Boustead Securities, LLC, the representative of the several underwriters of this offering, served as the lead placement agent for the Bridge Financing, and Sutter Securities, Inc., an underwriter in this offering, served as a placement agent for the Bridge Financing. Boustead received fees and reimbursement of expenses in an aggregate amount of $90,000 and warrants to purchase 12,728 shares of our common stock. Sutter Securities, Inc. received fees and reimbursement of expenses in an aggregate amount of $7,635.

The issuances in connection with the Bridge Financing were deemed to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), in reliance on Section 4(a)(2) of the Act as transactions by an issuer not involving a public offering. The recipients of securities in each such transaction in connection with the Bridge Financing represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates and other instruments issued in such transactions. All recipients either received adequate information about the registrant or had access, through employment or other relationships, to such information.

Item 16.     Exhibits and Financial Statement Schedules.

Exhibit No.

    

1.1#

  

Form of Underwriting Agreement.

3.1*

  

Certificate of Incorporation of George J. Barenholtz Associates, Inc., as filed with the New Jersey Secretary of State on March 27, 1980.

3.2*

  

Certificate of Amendment to the Certificate of Incorporation of the Company, filed with the New Jersey Secretary of State on June 9, 2000.

3.3*

  

Certificate of Amendment to the Certificate of Incorporation of the Company, filed with the New Jersey Secretary of State on December 19, 2000.

3.4*

  

Certificate of Amendment to the Certificate of Incorporation of the Company, filed with the New Jersey Secretary of State on July 2, 2007.

3.5*

  

Certificate of Amendment to the Certificate of Incorporation of the Company, filed with the New Jersey Secretary of State on November 22, 2022.

3.6*

  

Third Amended Bylaws of the Company, dated December 6, 2006.

3.7#

  

Articles of Incorporation of Unifoil Holdings, Inc., a Nevada corporation.

3.8#

  

Bylaws of Unifoil Holdings, Inc., a Nevada corporation.

4.1*

  

Specimen Stock Certificate evidencing the shares of Common Stock.

4.2*

  

Form of Convertible Note, dated September 2022.

4.3#

  

Form of Private Placement Warrant.

4.4#

  

Form of Representative’s Warrant.

5.1#

  

Opinion of Mitchell Silverberg & Knupp LLP.

10.1*

  

Collective Bargaining Agreement by and between Unifoil Holdings, Inc. and United Food and Commercial Workers Union/International Chemical Workers Union Council Local #195T dated November 21, 2018.

10.2*

  

Amended and Restated Promissory Note by and between Unifoil Holdings, Inc. and Raghunathan Sarma, dated November 14, 2022.

10.3*

  

Unsecured Promissory Note by and between Unifoil Holdings, Inc. and Raghunathan Sarma, dated September 4, 2019.

10.4*

  

Corrected Amended and Restated Consolidated ABL, Pension, Infusion and Rollover Balloon Promissory Note by and between Unifoil Holdings, Inc. and Raghunathan Sarma, dated October 1, 2020.

10.5*

  

Unsecured Promissory Note by and between Unifoil Holdings, Inc. and George Barenholtz dated September 4, 2019.

10.6*

  

Unsecured Promissory Note by and between Unifoil Holdings, Inc. and Joseph Funicelli dated September 4, 2019.

10.7*

  

Amended and Restated Promissory Note by and between Unifoil Holdings, Inc. and George Barenholtz dated January 1, 2023.

10.8*

  

Amended and Restated Promissory Note by and between Unifoil Holdings, Inc. and Joseph Funicelli dated January 1, 2023.

10.9+*

  

Unifoil Holdings, Inc. 2023 Equity Incentive Plan.

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Exhibit No.

    

10.10+*

  

Employment Agreement dated January 10, 2023, between Unifoil Holdings, Inc. and Joseph Funicelli.

10.11+*

  

Employment Agreement dated January 1, 2023, between Unifoil Holdings, Inc. and James Bosco.

10.12+*

  

Consulting Agreement by and between Unifoil Holdings, Inc and Bar-Bar, Inc., dated February 1, 2023.

10.13*

  

Proxy Agreement dated November 2, 2022 between George Barenholtz and Raghunathan Sarma.

10.14*

  

Operating Agreement of Unifoil E.U., LLC dated June 3, 2021.

10.15*

  

Form of Subscription Agreement for Convertible Notes.

10.16*

  

Subordination Agreement by and between People’s Capital and Leasing Corp., Unifoil Corporation, Raghunathan Sarma, Joseph Funicelli and George Barenholtz, dated September 27, 2021.

10.17*

  

Security Agreement by and between Unifoil Corporation and Lincoln Partners Fund, LLC, dated October 1, 2020.

10.18*

  

Pledge Agreement by and between Unifoil Corporation, Unifoil Holdings, Inc., Lincoln Partners Fund, LLC, and Rabner, Baumgart, Ben-Asher & Nirenberg PC, dated October 1, 2020

10.19*

  

Form of Investor Rights and Lock-Up Agreement.

10.20†*

  

Memorandum of Agreement by and between Unifoil Corporation and PaperWorks Industries, Inc., dated October 1, 2019.

10.21*

  

Form of Sales Acknowledgment.

10.22*

  

Lease by and between Tamarisk Daniel Road, LLC and Unifoil Corporation, dated September 6, 2019.

10.23*

  

Commercial Lease Agreement by and between Azad International, Inc. and Unifoil Corporation, dated December 15, 2021.

10.24*

  

Lease Agreement by and between SKKW sp. z o.o. and Achilles Polska sp. z o.o., dated April 1, 2016.

10.25*

  

Annex No. 1 to the Lease Agreement by and between SKKW sp. z o.o. and Achilles Polska sp. z o.o., dated April 1, 2016, by and between SKKW SA and Achilles Polska sp. z o.o., dated January 8, 2019.

10.26*

  

Annex No. 2 to the Lease Agreement by and between SKKW sp. z o.o. and Achilles Polska sp. z o.o., dated April 1, 2016, by and between SKKW SA and Achilles Polska sp. z o.o., dated September 2, 2019.

10.27*

  

Annex No. 3 to the Lease Agreement by and between SKKW sp. z o.o. and Achilles Polska sp. z o.o., dated April 1, 2016, by and between SKKW SA and Achilles Polska sp. z o.o., dated January 29, 2020.

10.28*

  

Annex No. 4 to the Lease Agreement by and between SKKW sp. z o.o. and Achilles Polska sp. z o.o., dated April 1, 2016, by and between SKKW SA and Unifoil sp. z o.o., dated November 22, 2021.

10.29*

  

Agreement by and between Unifoil Corporation and People’s Capital and Leasing Corp., dated as of May 31, 2022.

10.30*

  

Form of Addendum to Convertible Note and Subscription Agreement.

14.1#

  

Code of Business Conduct and Ethics.

21.1*

  

List of Subsidiaries of the Unifoil Holdings, Inc.

23.1#

  

Consent of Urish Popeck & Co., LLC.

23.2#

  

Consent of Mitchell Silverberg & Knupp LLP (included in Exhibit 5.1).

24.1*

  

Power of Attorney.

99.1#

  

Consent of Director Nominee.

99.2#

  

Consent of Director Nominee.

99.3#

  

Consent of Director Nominee.

107*

  

Filing Fee Table.

____________

*        Previously filed.

**      To be filed by amendment.

#        Filed herewith.

+        Indicates management contract or compensatory plan or arrangement.

†        The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

(b)    Financial statement exhibits.

No financial statement schedules are provided because the information called for is not required or is shown in the consolidated financial statements or related notes.

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Item 17.     Undertakings

The undersigned registrant hereby undertakes:

(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)     To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)    To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)   To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2)    That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)    That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)    That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)     Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)    Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

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(iii)   The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)   Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(7)    The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(8)    The undersigned Registrant hereby undertakes that:

(i)     For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(ii)    For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Fairfield, New Jersey, on September 21, 2023.

 

UNIFOIL HOLDINGS, INC.
   

By:

  

/s/ Joseph Funicelli
       

Joseph Funicelli
       

President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-1 has been signed by the following persons in the capacities set forth opposite their names and on the date indicated above.

Signature

  

Title

  

Date

/s/ Joseph Funicelli

  

Chairman of the Board of Directors, President and Chief Executive Officer

  

September 21, 2023

Joseph Funicelli

  

(principal executive officer)

    

/s/ James Bosco

  

Chief Financial Officer

  

September 21, 2023

James Bosco

  

(principal financial and accounting officer)

    

*

  

Director

  

September 21, 2023

George Barenholtz

        

*

  

Director

  

September 21, 2023

Dennis Sabourin

        

* /s/ Joseph Funicelli

  

Attorney-in-Fact

  

September 21, 2023

Joseph Funicelli

        

II-6

 EX-1.1 2 fs12023a3ex1-1_unifoilhold.htm UNDERWRITING AGREEMENT

Exhibit 1.1

 

UNDERWRITING AGREEMENT

 

__________, 2023

 

Boustead Securities, LLC

6 Venture, Suite 395

Irvine, CA 92618

 

As Representative of the several Underwriters
named on Schedule 1 attached hereto

 

Ladies and Gentlemen:

 

The undersigned, Unifoil Holdings, Inc., a New Jersey corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

 

1. Purchase and Sale of Shares.

 

1.1 Firm Shares.

 

1.1.1. Nature and Purchase of Firm Shares.

 

(i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell in the aggregate [●] shares of common stock of the Company, par value $0.001 per share (“Common Stock”), and each Underwriter agrees to purchase, severally and not jointly, on the Closing Date (as defined below), an aggregate of [●] shares (“Firm Shares” or “Shares”) of Common Stock. The offering and sale of the Shares is herein referred to as the “Offering.”

 

(ii) The Firm Shares are to be offered together to the public at the offering price per one Firm Share as set forth on Schedule 2-A hereto (the “Purchase Price”). The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the purchase price for one Firm Share of $[●] (or 93% of the Purchase Price).

 

1.1.2. Firm Shares Payment and Delivery.

 

(i) Delivery and payment for the Firm Shares shall be made at 10:00 a.m., Eastern time, on the second (2nd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Olshan Frome Wolosky LLP, 1325 Avenue of the Americas, 15th Floor, New York, New York 10019 (“Representative’s Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Shares is called the “Closing Date.”

 

(ii) Payment for the Firm Shares shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares except upon tender of payment by the Representative for all of the Firm Shares. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

 

 

 

 

1.2 Over-allotment Option.

 

1.2.1. Option Shares. For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option to purchase up to [●] additional Shares, representing fifteen percent (15%) of the Firm Shares sold in the offering, from the Company (the “Over-allotment Option”). Such [●] additional Shares, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred to as “Option Shares.” The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1 hereof.

 

1.2.2. Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Effective Date. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares then being purchased that the number of Firm Shares as set forth on Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares (except as otherwise agreed to by the Underwriters).

 

1.2.3. Option Shares Payment and Delivery. Payment for the Option Shares shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Shares (or through the facilities of DTC) for the account of the Underwriters. The Option Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Option Shares except upon tender of payment by the Representative for applicable Option Shares.

 

1.3 Representative’s Warrants.

 

1.3.1. Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date, or Option Closing Date, as applicable (“Representative’s Warrants”), five-year warrants for the purchase of a number of shares of Common Stock equal to 7.0% of the number of the Firm Shares issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A, at an initial exercise price of $[●] (or 110% of the public offering price per Firm Share). The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. The Representative understands and agrees that the Representative’s Warrants are exercisable or convertible commencing upon the Closing Date and will not be exercisable or convertible for more than five years from the commencement of sales of the Offering.

 

2

 

 

1.3.2. Delivery. Delivery of the Representative’s Warrants shall be made on the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request.

 

2. Representations and Warranties of the Company. The Company represents and warrants to the Underwriters as of the Applicable Time (as defined below), as of the Closing Date and as of the Option Closing Date, if any, as follows:

 

2.1. Filing of Registration Statement.

 

2.1.1. Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement, and an amendment or amendments thereto, on Form S-1 (File No. 333-272817), including any related prospectus or prospectuses, for the registration of the Shares and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (including the Preliminary Prospectus (as hereinafter defined) included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Securities Act Regulations (the “Rule 430A Information”)), is referred to herein as the “Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement has been declared effective by the Commission on the date hereof.

 

Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion, dated __________, 2023, that was included in the Registration Statement immediately prior to the Applicable Time is hereinafter called the “Pricing Prospectus.” The final prospectus in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus.” Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement.

 

“Applicable Time” means [●] p.m., Eastern time, on the date of this Agreement.

 

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations (“Rule 433”), including without limitation any “free writing prospectus” (as defined in Rule 405 of the Securities Act Regulations) relating to the Shares that is (i) required to be filed with the Commission by the Company, (ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description of the Shares or of the Offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

 

“Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors (other than a “bona fide electronic road show,” as defined in Rule 433 (the “Bona Fide Electronic Road Show”)), as evidenced by its being specified in Schedule 2-B hereto.

 

3

 

 

“Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.

 

“Pricing Disclosure Package” means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Pricing Prospectus and the information included on Schedule 2-A hereto, all considered together.

 

2.1.2. Pursuant to the Exchange Act. The Company has filed with the Commission a Form 8-A (File Number 001-_____), dated ___________, 2023, providing for the registration pursuant to Section 12(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Common Stock. The registration of the Common Stock under the Exchange Act has become effective on or prior to the date hereof. The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act, nor has the Company received any notification that the Commission is contemplating terminating such registration.

 

2.2. Stock Exchange Listing. The Shares and the shares of Common Stock underlying the Representative’s Warrants have been approved for listing on NYSE American LLC (the “Exchange”), and the Company has taken no action designed to, or likely to have the effect of, delisting of the Shares or the shares of Common Stock underlying the Representative’s Warrants from the Exchange, nor has the Company received any written notification that the Exchange is contemplating terminating such listing.

 

2.3. No Stop Orders, etc. Neither the Commission nor any state regulatory authority has issued any written order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted or threatened to institute, any proceedings with respect to such an order. The Company has complied with each request (if any) from the Commission for additional information.

 

2.4. Disclosures in Registration Statement.

 

2.4.1. Compliance with Securities Act and 10b-5 Representation.

 

(i) Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus, including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus, at the time each was filed with the Commission, complied in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

 

(ii) Neither the Registration Statement nor any amendment thereto, at its effective time, as of the Applicable Time, at the Closing Date, contained, contains, or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to statements made in reliance upon and in conformity with written information furnished to the Company in writing with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Pricing Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of any Underwriter consists solely of (a) the information in the table set forth in the first paragraph of the “Underwriting” section of the Prospectus and (b) the disclosure contained in the “Underwriting” subsection “— Price Stabilization, Short Positions, and Penalty Bids” of the Prospectus (collectively, the “Underwriters’ Information”). The Pricing Disclosure Package, as of the Applicable Time, at the Closing Date, did not, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Limited Use Free Writing Prospectus hereto does not conflict with the information contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, and each such Issuer Limited Use Free Writing Prospectus, as supplemented by and taken together with the Pricing Prospectus as of the Applicable Time, did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to the Underwriters’ Information.

 

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(iii) Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to the Underwriters’ Information.

 

2.4.2. Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Pricing Disclosure Package and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act and the Securities Act Regulations to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Except as disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, none of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder, except for any default or event which would not reasonably be expected to result in a Material Adverse Change (as defined below). To the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations, except for any violation which would not reasonably be expected to result in a Material Adverse Change (as defined below).

 

2.4.3. Prior Securities Transactions. During the past three (3) years prior to the date of this Agreement, no securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by or under common control with the Company, except as disclosed in the Registration Statement, the Pricing Disclosure Package and any Preliminary Prospectus.

 

2.4.4. Regulations. The disclosures in the Registration Statement, the Pricing Disclosure Package and the Prospectus concerning the effects of federal, state, local and all foreign regulation on the Offering and regulations applicable to the Company’s business as currently contemplated are correct in all material respects and no other such regulations are required to be disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus which are not so disclosed.

 

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2.5. Changes after Dates in Registration Statement.

 

2.5.1. No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as otherwise specifically stated therein: (i) there has been no material adverse change in the financial position or results of operations of the Company or its Subsidiaries taken as a whole, nor any change or development that, singularly or in the aggregate, would involve a material adverse change in or affecting the condition (financial or otherwise), results of operations, business, or assets of the Company or its Subsidiaries taken as a whole (a “Material Adverse Change”); (ii) there have been no material transactions entered into by the Company or its Subsidiaries, other than as contemplated pursuant to this Agreement; and (iii) no officer or director of the Company has resigned from any position with the Company.

 

2.5.2. Recent Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.

 

2.6. Independent Accountants. Urish Popeck & Co., LLC (“Auditor”), whose report is filed with the Commission as part of the Registration Statement, the Pricing Disclosure Package and the Prospectus, is an independent registered public accounting firm as required by the Securities Act and the Securities Act Regulations and the Public Company Accounting Oversight Board. The Auditor has not, during the periods covered by the financial statements included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.

 

2.7. Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules, if any, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, fairly present in all material respects the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and any supporting schedules included in the Registration Statement present fairly in all material respects the information required to be stated therein. Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial information and the related notes, if any, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been properly compiled and prepared in all material respects in accordance with the applicable requirements of the Securities Act and the Securities Act Regulations and present fairly in all material respects the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (a) neither the Company nor any of its subsidiaries listed in Exhibit 21.1 to the Registration Statement (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its Common Stock or preferred stock (c) there has not been any change in the capital of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan, and (d) there has not been any Material Adverse Change in the Company’s long-term or short-term debt. The Company represents that it has no direct or indirect subsidiaries other than those listed in Exhibit 21.1 to the Registration Statement.

 

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2.8. Authorized Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date the adjusted capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure Package and the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing Date and any Option Closing Date, there will be no options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued Common Stock or any security convertible or exercisable into Common Stock, or any contracts or commitments to issue or sell Common Stock or any such options, warrants, rights or convertible securities.

 

2.9. Valid Issuance of Securities, etc.

 

2.9.1. Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and nonassessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The Common Stock, preferred stock, and any other securities outstanding or to be outstanding upon consummation of the Offering conform in all material respects to all statements relating thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The offers and sales of the outstanding Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or “blue sky” laws or, based in part on the representations and warranties of the purchasers of such shares, exempt from such registration requirements.

 

2.9.2. Securities Sold Pursuant to this Agreement. The Shares and Representative’s Warrants have been duly authorized for issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Shares and Representative’s Warrants are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares and Representative’s Warrants has been duly and validly taken; the Common Stock issuable upon exercise of the Representative’s Warrants have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when issued in accordance with such Representative’s Warrants, as the case may be, such Common Stock will be validly issued, fully paid and non-assessable. The Shares and the Representative’s Warrants conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

 

2.10. Registration Rights of Third Parties. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register any such securities of the Company under the Securities Act or to include any such securities in a registration statement to be filed by the Company.

 

2.11. Validity and Binding Effect of Agreements. This Agreement and the Representative’s Warrants have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

 

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2.12. No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof.

 

2.13. No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not (i) in violation of any term or provision of its Charter or by-laws, or (ii) in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity, except in the cases of clause (ii) for such violations which would not reasonably be expected to cause a Material Adverse Change.

 

2.14. Corporate Power; Licenses; Consents.

 

2.14.1. Conduct of Business. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business purpose as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except for the absence of which would not reasonably be expected to result in a Material Adverse Change.

 

2.14.2. Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency, the Exchange or other body is required for the valid issuance, sale and delivery of the Shares and the consummation of the transactions and agreements contemplated by this Agreement and the delivery of the Representative’s Warrants and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations, state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

 

2.15. Directors & Officers Questionnaires. All information contained in the questionnaires (the “Questionnaires”) completed by each of the Company’s directors and officers immediately prior to the Offering (the “Insiders”) as supplemented by all information concerning the Company’s directors, executive officers and principal shareholders as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, as well as in the Lock-Up Agreements (as defined in Section 2.24 below), provided to the Underwriters, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the Questionnaires to become materially inaccurate and incorrect.

 

2.16. Litigation; Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or any executive officer or director that is required to be disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus which has not been disclosed.

 

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2.17. Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of New Jersey as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

 

2.18. Insurance. The Company carries or is entitled to the benefits of insurance (including, without limitation, as to directors and officers insurance coverage) with reputable insurers in such amounts and covering such risks which the Company believes are adequate, and all such insurance is in full force and effect. The Company has no reason to believe that it will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change.

 

2.19. Transactions Affecting Disclosure to FINRA.

 

2.19.1. Finder’s Fees. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Insider with respect to the sale of the Shares hereunder or any other arrangements, agreements or understandings of the Company or any of its shareholders that may affect the Underwriters’ compensation, as determined by FINRA.

 

2.19.2. Payments within Six Months. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the six (6) months immediately prior to the original filing of the Registration Statement, other than the payment to the Underwriters as provided hereunder in connection with the Offering.

 

2.19.3. Use of Proceeds. None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its affiliates, except as specifically authorized herein.

 

2.19.4. FINRA Affiliation. To the Company’s knowledge, and except as may otherwise be disclosed in FINRA questionnaires provided to the Representative’s Counsel, there is no (i) officer or director of the Company, (ii) beneficial owner of 5% or more of any class of the Company’s securities or (iii) beneficial owner of the Company’s unregistered equity securities which were acquired during the 180-day period immediately preceding the filing of the Registration Statement that is an affiliate or associated person of a FINRA member participating in the Offering (as determined in accordance with the rules and regulations of FINRA).

 

2.19.5. Information. All information provided by the Company in its FINRA questionnaire to Representative’s Counsel specifically for use by Representative’s Counsel in connection with its Public Offering System filings (and related disclosure) with FINRA is true, correct and complete in all material respects.

 

2.20. Foreign Corrupt Practices Act. None of the Company and its Subsidiaries or any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction) that (i) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had a Material Adverse Change or (iii) if not continued in the future, might adversely affect the assets, business, operations or prospects of the Company. The Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply in all material respects with the Foreign Corrupt Practices Act of 1977, as amended.

 

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2.21. Compliance with OFAC. None of the Company and its Subsidiaries or any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

 

2.22. Money Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving the Company with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

 

2.23. Officers’ Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to you or to Representative’s Counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.

 

2.24. Lock-Up Agreements. The Company has caused each of its officers, directors and owners of 1% or more of the Company’s outstanding Common Stock (or securities convertible or exercisable into Common Stock) (collectively, the “Lock-Up Parties”) to deliver an executed Lock-Up Agreement, in forms substantially similar to those attached hereto as Exhibit B-1 for executive officers, directors and owners of 5% or greater of the Company’s outstanding Common Stock, and Exhibit B-2 for owners of 1% to 4.99% of the Company’s outstanding Common Stock (together, the “Lock-Up Agreements”), to the Representative prior to the execution of this Agreement.

 

2.25. Subsidiaries. All Subsidiaries of the Company are duly organized and in good standing under the laws of the place of organization or incorporation, and each Subsidiary is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a Material Adverse Change. The Company’s ownership and control of each Subsidiary is as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

 

2.26. Related Party Transactions. There are no business relationships or related party transactions involving the Company or any other person required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required by the Securities Act Regulations.

 

2.27. Board of Directors. The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder (the “Sarbanes-Oxley Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

 

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2.28. Sarbanes-Oxley Compliance.

 

2.28.1. Disclosure Controls. Except as disclosed in the Registration Statement, Pricing Disclosure Package and the Prospectus, the Company has developed and currently maintains disclosure controls and procedures that will comply with Rule 13a-15 or 15d-15 under the Exchange Act Regulations, and such controls and procedures are effective to ensure that all material information concerning the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other public disclosure documents.

 

2.28.2. Compliance. The Company is, or at the Applicable Time and on the Closing Date or the Option Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley Act applicable to it, and has implemented or will implement such programs and has taken reasonable steps to ensure the Company’s future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all of the material provisions of the Sarbanes-Oxley Act.

 

2.29. Accounting Controls. Except as disclosed in the Registration Statement, Pricing Disclosure Package and the Prospectus, the Company maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply in all material respects with the requirements of the Exchange Act and have been designed by, or under the supervision of, its respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal control over financial reporting, and, if applicable, with respect to such remedial actions disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company represents that it has taken all remedial actions set forth in such disclosure. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’ ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

 

2.30. No Investment Company Status. The Company is not and, after giving effect to the Offering and the application of the proceeds thereof as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be, required to register as an “investment company,” as defined in the Investment Company Act of 1940, as amended.

 

2.31. No Labor Disputes. No labor dispute with the employees of the Company or any of its Subsidiaries exists or is imminent.

 

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2.32. Intellectual Property Rights. The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. No action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

 

2.33. Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

 

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2.34. ERISA Compliance. The Company is not subject to the Employee Retirement Income Security Act of 1974, as amended, or the regulations and published interpretations thereunder.

 

2.35. Compliance with Laws. Except as otherwise disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus and as could not, individually or in the aggregate, be expected to result in a Material Adverse Change, each of the Company and each Subsidiary, the Company: (A) is and at all times has been in compliance with all statutes, rules, or regulations applicable to the products and services provided by the Company (“Applicable Laws”), except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change; (B) has not received any warning letter, untitled letter or other correspondence or notice from any other governmental authority alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”); (C) possesses all material Authorizations and such material Authorizations are valid and in full force and effect and are not in material violation of any term of any such Authorizations; (D) has not received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any governmental authority or third party alleging that any product operation or activity is in violation of any Applicable Laws or Authorizations and has no knowledge that any such governmental authority or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding that if brought would result in a Material Adverse Change; (E) has not received written notice that any Governmental Entity has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations and has no knowledge that any such Governmental Entity is considering such action ; (F) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct in all material respects on the date filed (or were corrected or supplemented by a subsequent submission); and (G) has not, either voluntarily or involuntarily, initiated, conducted, or issued or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, post-sale warning, or other notice or action relating to the alleged lack of safety of any product or any alleged product defect or violation and, to the Company’s knowledge, no third party has initiated, conducted or intends to initiate any such notice or action.

 

2.36. Ineligible Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the time of effectiveness of the Registration Statement and any amendment thereto, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act Regulations) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.

 

2.37. Real Property. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its Subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or its Subsidiaries; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.

 

2.38. Contracts Affecting Capital. There are no transactions, arrangements or other relationships between and/or among the Company, any of its affiliates (as such term is defined in Rule 405 of the Securities Act Regulations) and any unconsolidated entity, including, but not limited to, any structured finance, special purpose or limited purpose entity that could reasonably be expected to materially affect the Company’s or its Subsidiaries’ liquidity or the availability of or requirements for their capital resources required to be described or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus which have not been described or incorporated by reference as required.

 

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2.39. Loans to Directors or Officers. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees or indebtedness by the Company or its Subsidiaries to or for the benefit of any of the officers or directors of the Company, its Subsidiaries or any of their respective family members, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

 

2.40. Industry Data; Forward-looking Statements. The statistical and market-related data included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate or represent the Company’s good faith estimates that are made on the basis of data derived from such sources. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

 

2.41. Testing-the-Waters Communications. The Company has not (i) alone engaged in any Testing-the-Waters Communications and (ii) authorized anyone to engage in Testing-the-Waters Communications. The Company confirms that the Representative has been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications other than those listed on Schedule 2-C hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act; “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act.

 

2.42. Emerging Growth Company. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act.

 

2.43. Electronic Road Show. The Company has made available a Bona Fide Electronic Road Show in compliance with Rule 433(d)(8)(ii) of the Securities Act Regulations such that no filing of any “road show” (as defined in Rule 433(h) of the Securities Act Regulations) is required in connection with the Offering.

 

2.44. Margin Securities. The Company owns no “margin securities” as that term is defined in Regulation U of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of Offering will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the Common Stock to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve Board.

 

2.45. Dividends and Distributions. Except as disclosed in the Pricing Disclosure Package, Registration Statement and the Prospectus, no Subsidiary of the Company is currently prohibited or restricted, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company.

 

2.46. Lending Relationships. Except as disclosed in the Pricing Disclosure Package, Registration Statement and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of the Underwriters and (ii) does not intend to use any of the proceeds from the sale of the Securities hereunder to repay any outstanding debt owed to any affiliate of the Underwriters.

 

2.47. No Affiliation with Non-U.S. Persons. The Company and its Subsidiaries are not, are not controlled by, and do not have substantial ties with, a non-U.S. person.

 

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3. Covenants of the Company. The Company covenants and agrees as follows:

 

3.1. Amendments to Registration Statement. The Company shall deliver to the Representative, prior to filing, any amendment or supplement to the Registration Statement or Prospectus proposed to be filed after the Effective Date and not file any such amendment or supplement to which the Representative shall reasonably object in writing.

 

3.2. Federal Securities Laws.

 

3.2.1. Compliance. The Company, subject to Section 3.2.2, shall comply with the requirements of Rule 430A of the Securities Act Regulations, and will notify the Representative promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective or any amendment or supplement to the Prospectus shall have been filed; (ii) of the receipt of any comments from the Commission; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information; (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Shares and the Representative’s Warrants for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the Offering of the Shares and Representative’s Warrants. The Company shall effect all filings required under Rule 424(b) of the Securities Act Regulations, in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and shall take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company shall use its reasonable best efforts to prevent the issuance of any stop order, prevention or suspension and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment.

 

3.2.2. Continued Compliance. The Company shall comply with the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Shares is (or, but for the exception afforded by Rule 172 of the Securities Act Regulations (“Rule 172”), would be) required by the Securities Act to be delivered in connection with sales of the Shares, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to (i) amend the Registration Statement in order that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) amend or supplement the Pricing Disclosure Package or the Prospectus in order that the Pricing Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the Securities Act or the Securities Act Regulations, the Company will promptly (A) give the Representative notice of such event; (B) prepare any amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the Pricing Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Representative with copies of any such amendment or supplement and (C) file with the Commission any such amendment or supplement; provided that the Company shall not file or use any such amendment or supplement to which the Representative or Representative’s Counsel shall reasonably object. The Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. The Company has given the Representative notice of any filings made pursuant to the Exchange Act or the Exchange Act Regulations within forty-eight (48) hours prior to the Applicable Time. The Company shall give the Representative notice of its intention to make any such filing from the Applicable Time until the Closing Date and the exercise in full or expiration of the Over-allotment Option specified in Section 1.2 hereof and will furnish the Representative with copies of the related document(s) a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representative or counsel for the Underwriters shall reasonably object.

 

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3.2.3. Exchange Act Registration. Until three (3) years after the date of this Agreement, the Company shall use its commercially reasonable efforts to maintain the registration of the Common Stock under the Exchange Act.

 

3.2.4. Free Writing Prospectuses. The Company agrees that, unless it obtains the prior consent of the Representative, it shall not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the Representative shall be deemed to have consented to each Issuer General Use Free Writing Prospectus set forth in Schedule 2-B. The Company represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed consented to, by the Underwriters as an “issuer free writing prospectus,” as defined in Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including timely filing with the Commission where required, legending and record keeping. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Underwriters and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

 

3.2.5. Testing-the-Waters Communications. If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company shall promptly notify the Representative and shall promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

 

3.3. Delivery to the Underwriters of Registration Statements. The Company has delivered or made available or shall deliver or make available to the Representative and Representative’s Counsel, without charge, signed copies of the Registration Statement as originally filed and each amendment thereto (including exhibits filed therewith) and signed copies of all consents and certificates of experts, and upon request will also deliver to the Underwriters, without charge, a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

 

3.4. Delivery to the Underwriters of Prospectuses. The Company has delivered or made available or will deliver or make available to each Underwriter, without charge, as many copies of each Preliminary Prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the Securities Act. The Company will furnish to each Underwriter, without charge, during the period when a prospectus relating to the Shares is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

 

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3.5. Effectiveness and Events Requiring Notice to the Representative. The Company shall use its commercially reasonable efforts to cause the Registration Statement covering the issuance of the shares of Common Stock underlying the Representative’s Warrants to remain effective with a current prospectus for at least nine (9) months after the Applicable Time, and shall notify the Representative immediately and confirm the notice in writing: (i) of the cessation of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the shares underlying the Representative’s Warrants for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall make every reasonable effort to obtain promptly the lifting of such order.

 

3.6. Review of Financial Statements. For a period of three (3) years after the date of this Agreement, the Company, at its expense, shall cause its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s financial statements for each of the three fiscal quarters immediately preceding the announcement of any quarterly financial information.

 

3.7. Listing. The Company shall use its commercially reasonable efforts to maintain the listing of the Shares and the shares of Common Stock underlying the Representative’s Warrant on the Exchange for at least three (3) years following the date of this Agreement.

 

3.8. Financial Public Relations Firm. As of the Effective Date, or promptly thereafter, the Company shall have retained a financial public relations firm reasonably acceptable to the Representative and the Company, which shall initially be ____________, which firm shall be experienced in assisting issuers in initial public offerings of securities and in their relations with their security holders, and shall retain such firm or another firm reasonably acceptable to the Representative for a period of not less than two (2) years after the Effective Date.

 

3.9. Reports to the Representative.

 

3.9.1. Periodic Reports, etc. For a period of three (3) years after the date of this Agreement, the Company shall furnish or make available to the Representative copies of such financial statements and other periodic and special reports as the Company from time to time furnishes generally to holders of any class of its securities and also furnish or make available to the Representative: (i) a copy of each periodic report the Company shall be required to file with the Commission under the Exchange Act and the Exchange Act Regulations; (ii) a copy of every press release and every news item and article with respect to the Company or its affairs which was released by the Company; (iii) a copy of each Form 8-K prepared and filed by the Company; (iv) a copy of each registration statement filed by the Company under the Securities Act; and (v) such additional documents and information with respect to the Company and the affairs of any future subsidiaries of the Company as the Representative may from time to time reasonably request; provided the Representative shall sign, if requested by the Company, a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representative and Representative’s Counsel in connection with the Representative’s receipt of such information. Documents filed with the Commission pursuant to its EDGAR system shall be deemed to have been delivered to the Representative pursuant to this Section 3.9.1.

 

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3.9.2. Transfer Agent; Transfer Sheets. For a period of three (3) years after the date of this Agreement, the Company shall retain a transfer agent and registrar acceptable to the Representative (the “Transfer Agent”) and shall furnish to the Representative at the Company’s sole cost and expense such transfer sheets of the Company’s securities as the Representative may reasonably request, including the daily and monthly consolidated transfer sheets of the Transfer Agent and DTC. VStock Transfer, LLC, Woodmere, New York is acceptable to the Representative to act as Transfer Agent for the Common Stock.

 

3.9.3. Trading Reports. For a period of six (6) months after the date hereof, during such time as the Shares are listed on the Exchange, the Company shall provide to the Representative, at the Company’s expense, such reports published by the Exchange relating to price trading of the Shares, as the Representative shall reasonably request.

 

3.10. Payment of Expenses

 

3.10.1. General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Shares to be sold in the Offering (including the Over-allotment Option) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (d) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors and other due diligence expenses; (e) the costs associated with receiving commemorative mementos and lucite tombstones; (f) fees and expenses of the Representative’s Counsel; (g) the Underwriters’ due diligence expenses; and (h) the Underwriters’ “road show” expenses for the Offering, with all of the Underwriters’ actual out-of-pocket expenses under subsections 3.10.1(d)-(h) not to exceed $255,000, of which $[●] has previously been paid. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8.3 hereof. Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(g)(4)(A).

 

3.10.2. Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.10.1, on the Closing Date it shall pay to the Representative, by deduction from the net proceeds of the Offering contemplated herein, a non-accountable expense allowance equal to one percent (1.0%) of the gross proceeds received by the Company from the sale of the Firm Shares.

 

3.11. Application of Net Proceeds. The Company shall apply the net proceeds from the Offering received by it in a manner consistent with the application thereof described under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

 

3.12. Delivery of Earnings Statements to Security Holders. The Company will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to its security holders as soon as practicable, an earnings statement (which need not be certified by independent registered public accounting firm unless required by the Securities Act or the Securities Act Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Securities Act) covering a period of at least twelve (12) consecutive months beginning after the date of this Agreement.

 

3.13. Stabilization. Neither the Company nor any of its employees, directors or shareholders has taken or shall take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to cause or result in, under Regulation M of the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

 

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3.14. Internal Controls. Except to the extent disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus, the Company shall maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

 

3.15. Accountants. As of the date of this Agreement, the Company has retained an independent registered public accounting firm reasonably acceptable to the Representative, and the Company shall continue to retain a nationally recognized independent registered public accounting firm for a period of at least three (3) years after the date of this Agreement. The Representative acknowledges that the Auditor is acceptable to the Representative.

 

3.16. FINRA. For a period of ninety (90) days after the later of the Closing Date or the Option Closing Date, the Company shall advise the Representative (who shall make an appropriate filing with FINRA) if it is or becomes aware that (i) any officer or director of the Company, (ii) any beneficial owner of 5% or more of any class of the Company’s securities or (iii) any beneficial owner of the Company’s unregistered equity securities which were acquired during the 180 days immediately preceding the filing of the original Registration Statement is or becomes an affiliate or associated person of a FINRA member participating in the Offering (as determined in accordance with the rules and regulations of FINRA).

 

3.17. No Fiduciary Duties. The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely contractual in nature and that none of the Underwriters or their affiliates or any selling agent shall be deemed to be acting in a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering and the other transactions contemplated by this Agreement.

 

3.18. Company, Executive Officers, Directors and Holders of At Least 1% Lock-Up. The Company, on behalf of itself and any successor entity, and the Company’s executive officers, directors and holders of 5% or greater of the outstanding shares of Common Stock after giving effect to the Offering agree, without the prior written consent of the Representative, to be locked up for a period of twelve (12) months after the date of this Agreement. Holders of 1% to 4.99% of the outstanding shares of Common Stock after giving effect to the Offering agree to be locked up for a period of six (6) months after the date of this Agreement, provided that if the aggregate of such holder’s shares were to equal or exceed 20% of the issued and outstanding shares of Common Stock on a fully-diluted basis prior to the completion of the Offering, then such holder’s lock-up period shall be for a period of twelve (12) months after the date of this Agreement. Holders of less than 1% of the outstanding shares of Common Stock after giving effect to the Offering are not subject to any lock-up period, provided that if the aggregate of such holder’s shares of Common Stock were to equal or exceed 5% of the issued and outstanding shares of Common Stock on a fully-diluted basis prior to the completion of the Offering, then such holder’s lock-up period shall be for a period of six (6) months after the date of this Agreement. During the lock-up period, as applicable, the Company and each of the Company’s executive officers, directors and holders of Common Stock who are subject to a lock-up period shall not, directly or indirectly, without the prior written consent of the Representative, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant or amend the terms of any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than pursuant to a registration statement on Form S-8 for employee benefit plans); or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this section shall not apply to (i) the Shares and the Representative’s Warrants and shares underlying the Representative’s Warrants to be sold hereunder; (ii) the issuance by the Company of Common Stock upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed in the Registration Statement and the Pricing Disclosure Package; and (iii) the issuance of Common Stock pursuant to the Company’s existing stock option, equity incentive or bonus plans as disclosed in the Registration Statement and the Pricing Disclosure Package. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of any applicable lock-up period.

 

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3.19. Release of D&O Lock-up Period. If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in the Lock-Up Agreements described in Section 2.24 hereof for an executive officer or director of the Company and provides the Company with notice of the impending release or waiver at least three (3) Business Days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release through a major news service at least two (2) Business Days before the effective date of the release or waiver.

 

3.20. Blue Sky Qualifications. The Company shall use its reasonable best efforts, in cooperation with the Underwriters, if necessary, to qualify the Shares for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Shares; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

 

3.21. Reporting Requirements. The Company, during the period when a prospectus relating to the Shares is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the Securities Act, will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and Exchange Act Regulations. Additionally, the Company shall report the use of proceeds from the issuance of the Shares as may be required under Rule 463 under the Securities Act Regulations.

 

3.22. Key Man Insurance. Prior to the Effective Date, the Company shall have procured and shall covenant to maintain “key man” life insurance with an insurer rated at least AA or better in the most recent edition of “Best’s Life Reports” in the aggregate amount of $2,000,000 on the life of Joseph Funicelli, the Chief Executive Officer of the Company.

 

4. Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Shares, as provided herein, shall be subject to (i) the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any; (ii) the accuracy of the statements of officers of the Company made pursuant to the provisions hereof; (iii) the performance by the Company of its obligations hereunder; and (iv) the following conditions:

 

4.1. Regulatory Matters.

 

4.1.1. Effectiveness of Registration Statement; Rule 430A Information. The Registration Statement has become effective not later than 5:00 p.m., Eastern time, on the date of this Agreement or such later date and time as shall be consented to in writing by you, and, at each of the Closing Date and any Option Closing Date, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. The Prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within the time frame required by Rule 424(b) (without reliance on Rule 424(b)(8)) or a post-effective amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A.

 

4.1.2. FINRA Clearance. On or before the date of this Agreement, the Representative shall have received clearance from FINRA as to the amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.

 

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4.1.3. Stock Exchange Listing Clearance. On the Closing Date, the Firm Shares shall have been approved for listing on the Exchange, subject only to official notice of issuance.

 

4.2. Company Counsel Matters.

 

4.2.1. Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Mitchell Silberberg & Knupp LLP, counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date, in form and substance reasonably satisfactory to Representative’s Counsel addressed to the Representative and stating that such opinion may be relied upon by Representative’s Counsel.

 

4.2.2. Option Closing Date Opinion of Counsel. On the Option Closing Date, if any, the Representative shall have received the favorable opinion of counsel listed in Sections 4.2.1, dated the Option Closing Date, in form and substance reasonably satisfactory to Representative’s Counsel addressed to the Representative and confirming as of the Option Closing Date the statements made by such counsel in its opinion delivered on the Closing Date.

 

4.2.3. Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Representative’s Counsel if requested.

 

4.3. Comfort Letters.

 

4.3.1. Cold Comfort Letter. At the time this Agreement is executed you shall have received a cold comfort letter containing statements and information of the type customarily included in accountants’ comfort letters with respect to the financial statements and certain financial information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus, addressed to the Representative and in form and substance satisfactory in all respects to you and to the Auditor, dated as of the date of this Agreement.

 

4.3.2. Bring-down Comfort Letter. At each of the Closing Date and Option Closing Date, if any, the Representative shall have received from the Auditor a letter, dated as of the Closing Date or the Option Closing Date, as applicable, to the effect that the Auditor reaffirms the statements made in the letter furnished pursuant to Section 4.3.1, except that the specified date referred to shall be a date not more than three (3) Business Days prior to the Closing Date or the Option Closing Date, as applicable.

 

4.4. Officers’ Certificates.

 

4.4.1. Officers’ Certificate. The Company shall have furnished to the Representative a certificate, dated the Closing Date and any Option Closing Date (if such date is other than the Closing Date), of its Chief Executive Officer and its Chief Financial Officer stating that (i) such officers have carefully examined the Registration Statement, the Pricing Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus and, in their opinion, the Registration Statement and each amendment thereto, as of the Applicable Time and as of the Closing Date (or any Option Closing Date if such date is other than the Closing Date) did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Pricing Disclosure Package, as of the Applicable Time and as of the Closing Date (or any Option Closing Date if such date is other than the Closing Date), any Issuer Free Writing Prospectus as of its date and as of the Closing Date (or any Option Closing Date if such date is other than the Closing Date), the Prospectus and each amendment or supplement thereto, as of the respective date thereof and as of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since the effective date of the Registration Statement, no event has occurred which should have been set forth in a supplement or amendment to the Registration Statement, the Pricing Disclosure Package or the Prospectus, (iii) as of the Closing Date (or any Option Closing Date if such date is other than the Closing Date), the representations and warranties of the Company in this Agreement are true and correct in all material respects (except for those representations and warranties qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties which refer to facts existing at a specific date, which shall be true and correct as of such date) and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date (or any Option Closing Date if such date is other than the Closing Date), and (iv) there has not been, subsequent to the date of the most recent audited financial statements included or incorporated by reference in the Pricing Disclosure Package, a Material Adverse Change.

 

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4.4.2. Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force and effect and have not been modified; and (iii) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

 

4.5. No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (ii) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may reasonably be expected to cause a Material Adverse Change, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

 

4.6. Delivery of Agreements.

 

4.6.1. Lock-Up Agreements. On or before the date of this Agreement, the Company shall have delivered to the Representative executed copies of the Lock-Up Agreements.

 

4.6.2. Representative’s Warrants. On the Closing Date and on each Option Closing Date, the Company shall have delivered to the Representative executed Representative’s Warrants.

 

4.7. Additional Documents. At the Closing Date and at each Option Closing Date, if any, Representative’s Counsel shall have been furnished with such documents and opinions as they may require for the purpose of enabling Representative’s Counsel to deliver an opinion to the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares and the Representative’s Warrants as herein contemplated shall be satisfactory in form and substance to the Representative and Representative’s Counsel.

 

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5. Indemnification.

 

5.1. Indemnification of the Underwriters.

 

5.1.1. General. Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each Underwriter, its affiliates and each of its and their respective directors, officers, members, employees, representatives, partners, shareholders, affiliates, counsel, and agents and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Underwriter Indemnified Parties” and each, an “Underwriter Indemnified Party”), against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any action between any of the Underwriter Indemnified Parties and the Company or between any of the Underwriter Indemnified Parties and any third party, or otherwise) to which they or any of them may become subject under the Securities Act, the Exchange Act or any other statute or at common law or otherwise or under the laws of foreign countries (a “Claim”), arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in (A) the Registration Statement, the Pricing Disclosure Package, any Preliminary Prospectus, the Prospectus, or in any Issuer Free Writing Prospectus or in any Written Testing-the-Waters Communication (as from time to time each may be amended and supplemented); (B) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (C) any application or other document or written communication (in this Section 5, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Shares and Representative’s Warrants under the securities laws thereof or filed with the Commission, any state securities commission or agency, the Exchange or any other national securities exchange; unless, with respect to each subsection (A) through (C), such statement or omission was made in reliance upon, and in conformity with, the Underwriters’ Information. With respect to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement, Pricing Disclosure Package or Prospectus, the indemnity agreement contained in this Section 5.1.1 shall not inure to the benefit of any Underwriter Indemnified Party to the extent that any loss, liability, claim, damage or expense of such Underwriter Indemnified Party results from the fact that a copy of the Prospectus was not given or sent to the person asserting any such loss, liability, claim or damage at or prior to the written confirmation of sale of the Shares to such person as required by the Securities Act and the Securities Act Regulations, and if the untrue statement or omission has been corrected in the Prospectus, unless such failure to deliver the Prospectus was a result of non-compliance by the Company with its obligations under Section 3.3 hereof. The Company also agrees that it will reimburse each Underwriter Indemnified Party for all reasonable fees and expenses (including but not limited to any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any action between any of the Underwriter Indemnified Parties and the Company or between any of the Underwriter Indemnified Parties and any third party, or otherwise) (collectively, the “Expenses”), and further agrees wherever and whenever possible to advance payment of Expenses as they are incurred by an Underwriter Indemnified Party in investigating, preparing, pursuing or defending any Claim.

 

5.1.2. Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of any settlement by the Company. The Company shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably delayed or withheld). In addition, the Company shall not, without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

 

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5.2. Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to the several Underwriters, as incurred, but only with respect to such losses, liabilities, claims, damages and expenses (or actions in respect thereof) which arise out of or are based upon untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in conformity with, the Underwriters’ Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the several Underwriters by the provisions of Section 5.1.2. The Company agrees promptly to notify the Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Shares or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.

 

5.3. Contribution. If the indemnification provided for in this Section 5 shall for any reason be unavailable to or insufficient to hold harmless an indemnified party under Section 5.1 or Section 5.2 in respect of any liabilities and Expenses referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such liabilities and Expenses, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company, on the one hand, and each of the Underwriters, on the other hand, from the Offering, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and the Underwriters, on the other hand, in connection with the matters as to which such liabilities or Expenses relate, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters, on the other, with respect to such Offering shall be deemed to be in the same proportion as the total net proceeds actually received by the Company from the Offering of the Shares purchased under this Agreement (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions actually received by the Underwriters in connection with the Offering, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company, on the one hand, and the Underwriters, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or the Underwriters, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement, omission, act or failure to act; provided that the parties hereto agree that the written information furnished to the Company through the Representative by or on behalf of any Underwriter for use in any Preliminary Prospectus, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, consists solely of the Underwriters’ Information. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 5.3 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to above in this Section 5.3. Notwithstanding the above, the Underwriters shall not be required to contribute any amount in excess of the underwriting discount applicable to the Firm Shares and Option Shares purchased by the Underwriters hereby. No person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from a party who was not guilty of such fraudulent misrepresentation.

 

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5.4. Limitation. The Company also agrees that no Underwriter Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Underwriter Indemnified Party pursuant to this Agreement, the transactions contemplated thereby or any Underwriter Indemnified Party’s actions or inactions in connection with any such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding that liabilities (and related Expenses) of the Company have resulted from such Underwriter Indemnified Party’s fraud, bad faith, gross negligence or willful misconduct in connection with any such advice, actions, inactions or services or such Underwriter Indemnified Party’s breach of this Agreement or any obligations of confidentiality owed to the Company.

 

5.5. Survival and Third-Party Beneficiaries. The advancement, reimbursement, indemnity and contribution obligations set forth in this Section 5 shall remain in full force and effect regardless of any termination of, or the completion of any Underwriter Indemnified Party’s services under or in connection with, this Agreement. Each Underwriter Indemnified Party is an intended third-party beneficiary of this Section 5, and has the right to enforce the provisions of Section 5, as if the Underwriter Indemnified Party was a party to this Agreement.

 

6. Default by an Underwriter.

 

6.1. Default Not Exceeding 10% of Firm Shares or Option Shares. If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Shares or the Option Shares, if the Over-allotment Options is exercised hereunder, and if the number of the Firm Shares or Option Shares with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Shares or Option Shares that all Underwriters have agreed to purchase hereunder, then such Firm Shares or Option Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

 

6.2. Default Exceeding 10% of Firm Shares or Option Shares. In the event that the default addressed in Section 6.1 relates to more than 10% of the Firm Shares or Option Shares, you may in your discretion arrange for yourself or for another party or parties to purchase such Firm Shares or Option Shares to which such default relates on the terms contained herein. If, within one (1) Business Day after such default relating to more than 10% of the Firm Shares or Option Shares, you do not arrange for the purchase of such Firm Shares or Option Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to you to purchase said Firm Shares or Option Shares on such terms. In the event that neither you nor the Company arrange for the purchase of the Firm Shares or Option Shares to which a default relates as provided in this Section 6, this Agreement will automatically be terminated by you or the Company without liability on the part of the Company (except as provided in Section 5 and Section 8.3 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Option Shares, this Agreement will not terminate as to the Firm Shares; and provided, further, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other Underwriters and to the Company for damages occasioned by its default hereunder.

 

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6.3. Postponement of Closing Date. In the event that the Firm Shares or Option Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Pricing Disclosure Package or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment to the Registration Statement, the Pricing Disclosure Package or the Prospectus that in the opinion of counsel for the Underwriter may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party to this Agreement with respect to such Firm Shares or Option Shares.

 

7. Additional Covenants.

 

7.1. Right of First Refusal. During the period ending eighteen (18) months after the Closing Date, the Company grants the Representative the right of first refusal to act as financial advisor or to act as joint financial advisor, on at least equal economic terms on any public or private financing (debt or equity), merger, business combination, recapitalization or sale of some or all of the equity or assets of the Company (collectively, “Future Services”). In the event the Company notifies the Representative of its intention to pursue an activity that would enable the Representative to exercise its right of first refusal to provide Future Services, the Representative shall notify the Company of its election to provide such Future Services, including notification of the compensation and other terms to which the Representative shall be entitled, within thirty (30) days after written notice by the Company. In the event the Company engages the Representative to provide such Future Services, the Representative will be compensated consistent with the compensation in this Agreement, unless mutually agreed otherwise by the Company and the Representative.

 

8. Effective Date of this Agreement and Termination Thereof.

 

8.1. Effective Date. This Agreement shall become effective when both the Company and the Representative have executed the same and delivered counterparts of such signatures to the other party.

 

8.2. Termination. The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if (a) the Common Stock has not been approved for listing on the Exchange, (b) the Company has taken any action designed to, or likely to have the effect of, delisting the Common Stock from the Exchange, or (c) the Company has received any notification that the Exchange is contemplating terminating such listing; or (iii) if trading on the New York Stock Exchange or the Nasdaq Stock Market LLC shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction; or (iv) if the United States shall have become involved in a new war or an increase in major hostilities; or (v) if a banking moratorium has been declared by a New York State or federal authority; or (vi) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; or (vii) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Firm Shares; or (viii) if the Company is in material breach of any of its representations, warranties or covenants hereunder; or (ix) if the Representative shall have become aware after the date hereof of such a Material Adverse Change, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Shares or to enforce contracts made by the Underwriters for the sale of the Shares.

 

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8.3. Expenses. Notwithstanding anything to the contrary in this Agreement, except in the case of a default by the Underwriters, pursuant to Section 6.2 above, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein then due and payable up to the amounts set forth in Section 3.10.1 and upon demand the Company shall pay such amount thereof to the Representative on behalf of the Underwriters; provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(g)(4)(A).

 

8.4. Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.

 

8.5. Representations, Warranties, Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company or (ii) delivery of and payment for the Shares.

 

9. Miscellaneous.

 

9.1. Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed (registered or certified mail, return receipt requested), emailed, personally delivered, or sent by facsimile transmission and confirmed and shall be deemed given when so delivered or faxed and confirmed or if mailed, two (2) days after such mailing.

 

If to the Representative:

 

Boustead Securities, LLC

6 Venture, Suite 395

Irvine, California 92618

Attn:Mr. Keith Moore, Chief Executive Officer
Email:keith@boustead1828.com

 

With a copy (which shall not constitute notice) to:

 

Olshan Frome Wolosky LLP

1325 Avenue of the Americas, 15th Floor

New York, New York 10019

Attn:Spencer G. Feldman, Esq.
Email:sfeldman@olshanlaw.com

 

If to the Company:

 

Unifoil Holdings, Inc.

12 Daniel Road East

Fairfield, New Jersey 07004

Attn:Mr. Joseph Funicelli, Chief Executive Officer
Email:jfunicelli@unifoil.com

 

With a copy (which shall not constitute notice) to:

 

Mitchell Silberberg & Knupp LLP

437 Madison Avenue, 25th Floor

New York, New York 10022

Attn:Andrea Cataneo, Esq.
Email:ajc@msk.com

 

27

 

 

9.2. Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement.

 

9.3. Amendment. This Agreement may only be amended by a written instrument executed by each of the parties hereto.

 

9.4. Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of that certain engagement letter between the Company and the Representative, dated as of July 12, 2022 (the “Engagement Letter”), shall remain in full force and effect.

 

9.5. Binding Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters, the Company and the controlling persons, directors and officers referred to in Section 5 hereof, and their respective successors, legal representatives, heirs and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provisions herein contained. The term “successors and assigns” shall not include a purchaser, in its capacity as such, of securities from any of the Underwriters.

 

9.6. Governing Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced in the New York, New York, or in the United States District Court located in New York, New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates) and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

 

9.7. Execution in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient delivery thereof.

 

9.8. Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

 

9.9. Exclusive Financial Advisor. Under the Engagement Letter, the Representative has been engaged as the exclusive financial advisor for a term that will expire upon the later to occur of (i) fifteen (15) months after the date of the Engagement Letter, (ii) twelve (12) months after the Closing Date of the Offering or (iii) the mutual written agreement of the Company and the Representative to terminate such role. This term may be extended for additional six (6) month periods under the same terms and conditions as described in the Engagement Letter.

 

[Signature Page Follows]

 

28

 

 

If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us.

 

 

 Very truly yours,
   
  Unifoil Holdings, Inc.
     
  By:  
    Name:       
    Title:  

 

Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto:

 

BOUSTEAD SECURITIES, LLC

  
   
By:    
  Name:        
  Title:    

 

[Signature Page to Underwriting Agreement]

 

 

 

 

SCHEDULE 1

 

Underwriter  Total Number of Firm Shares to be Purchased
Boustead Securities, LLC  [●]
    
Sutter Securities, Inc.  [●]
    
TOTAL  [●]

 

 

 

 

SCHEDULE 2-A

 

Pricing Information

 

Number of Firm Shares: [●]

 

Public Offering Price per Firm Share: $[●]

 

Underwriting Discount per Firm Share: $[●]

 

Non-Accountable Expense Allowance per Firm Share: $[●]

 

 

 

 

SCHEDULE 2-B

 

Issuer General Use Free Writing Prospectuses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE 2-C

 

Written Testing-the-Waters Communications

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT A

 

Form of Representative’s Warrant

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT B-1

 

Form of Lock-Up Agreement

(Executive Officers, Directors and 5% Holders)

 

__________, 2023

 

Boustead Securities, LLC

6 Venture, Suite 395

Irvine, CA 92618

 

Ladies and Gentlemen:

 

This Lock-Up Agreement (this “Agreement”) is being delivered to Boustead Securities, LLC (the “Underwriter”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Unifoil Holdings, Inc., a New Jersey corporation (the “Company”), and the Underwriter, relating to the proposed public offering (the “Offering”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company.

 

In order to induce the Underwriter to continue its efforts in connection with the Offering, and in light of the benefits that the offering of the shares of Common Stock will confer upon the undersigned in the capacity as an executive officer, director and/or 5% or greater shareholder of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, during the period beginning on and including the date of this Agreement through and including the date that is the 365th day after the commencement date of the trading of the Common Stock (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, the Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for shares of Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the shares of Common Stock.

 

If (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Underwriter waives, in writing, such extension.

 

Ex B-1-1

 

 

If the undersigned is an executive officer or director of the Company, (i) the Underwriter agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Underwriter will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Underwriter hereunder to any such executive officer or director shall only be effective two (2) business days after the publication date of such press release; provided, that such press release is not a condition to the release of the aforementioned lock-up provisions due to the expiration of the Lock-Up Period. The provisions of this paragraph will also not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of such transfer.

 

The restrictions set forth in the immediately preceding paragraph shall not apply to:

 

(1) if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned, (c) as a bona fide gift to a charity or educational institution, or (d) if the undersigned is or was an executive officer, director or employee of the Company, to the Company pursuant to the Company’s right of repurchase upon termination of the undersigned’s service with the Company;

 

(2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any shareholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value;

 

(3) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement, or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value;

 

(4) the exercise by the undersigned of any stock option(s) issued pursuant to the Company’s existing stock option plans, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned; provided that the shares of Common Stock received upon such exercise shall remain subject to the restrictions provided for in this Agreement;

 

(5) the exercise by the undersigned of any warrant(s) issued by the Company prior to the date of this Agreement, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned; provided that the shares of Common Stock received upon such exercise shall remain subject to the restrictions provided for in this Agreement;

 

(6) the occurrence after the date hereof of any of (a) an acquisition by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of 100% of the voting securities of the Company, (b) the Company merges into or consolidates with any other entity, or any entity merges into or consolidates with the Company, (c) the Company sells or transfers all or substantially all of its assets to another person, or (d) provided, that, the shares of Common Stock received upon any of the events set forth in clauses (a) through (c) above shall remain subject to the restrictions provided for in this Agreement;

 

(7) the Offering; and

 

Ex B-1-2

 

 

(8) transfers consented to, in writing by the Underwriter;

 

provided however, that in the case of any transfer described in clause (1), (2) or (3) above, it shall be a condition to the transfer that the transferee executes and delivers to the Underwriter, acting on behalf of the Underwriter, not later than one (1) business day prior to such transfer, a written agreement, in substantially the form of this Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the undersigned and not to the immediate family of the transferee) and otherwise satisfactory in form and substance to the Underwriter. In addition, the restrictions set forth herein shall not prevent the undersigned from entering into a sales plan pursuant to Rule 10b5-1 under the Exchange Act after the date hereof, provided that (i) a copy of such plan is provided to the Underwriter promptly upon entering into the same and (ii) no sales or transfers may be made under such plan until the Lock-Up Period ends or this Agreement is terminated in accordance with its terms. For purposes of this paragraph, “immediate family” shall mean a spouse, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of the undersigned, and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act.

 

The undersigned further agrees that (i) it shall not, during the Lock-Up Period, make any demand or request for or exercise any right with respect to the registration under the Securities Act of any shares of Common Stock or other Beneficially Owned Shares or any securities convertible into or exercisable or exchangeable for shares of Common Stock or other Beneficially Owned Shares, and (ii) the Company may, with respect to any shares of Common Stock or other Beneficially Owned Shares or any securities convertible into or exercisable or exchangeable for shares of Common Stock or other Beneficially Owned Shares owned or held (of record or beneficially) by the undersigned, cause the transfer agent or other registrar to enter stop transfer instructions and implement stop transfer procedures with respect to such securities during the Lock-Up Period.

 

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Agreement and that this Agreement has been duly authorized (if the undersigned is not a natural person), executed and delivered by the undersigned and is a valid and binding agreement of the undersigned. This Agreement and all authority herein conferred are irrevocable and shall survive the death or incapacity of the undersigned (if a natural person) and shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

 

This Agreement shall automatically terminate upon the earliest to occur, if any, of (1) either the Underwriter, on the one hand, or the Company, on the other hand, advising the other in writing they have determined not to proceed with the Offering, (2) termination of the Underwriting Agreement before the sale of any shares of Common Stock, or (3) the withdrawal of the Registration Statement.

 

[Signature Page Follows]

 

Ex B-1-3

 

 

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

 

Very truly yours,  
   
   
(Name - Please Print)  
   
   
(Signature)  
   
   
(Name of Signatory, in the case of entities - Please Print)  
   
   
(Title of Signatory, in the case of entities - Please Print)  
   
Address:  
   
   
   

 

Ex B-1-4

 

 

EXHIBIT B-2

 

Form of Lock-Up Agreement

(1% to 4.99% Holders)

 

__________, 2023

 

Boustead Securities, LLC

6 Venture, Suite 395

Irvine, CA 92618

 

Ladies and Gentlemen:

 

This Lock-Up Agreement (this “Agreement”) is being delivered to Boustead Securities, LLC (the “Underwriter”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Unifoil Holdings, Inc., a New Jersey corporation (the “Company”), and the Underwriter, relating to the proposed public offering (the “Offering”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company.

 

In order to induce the Underwriter to continue its efforts in connection with the Offering, and in light of the benefits that the offering of the shares of Common Stock will confer upon the undersigned in the capacity as a shareholder of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, during the period beginning on and including the date of this Agreement through and including the date that is the 180th day after the commencement date of the trading of the Common Stock (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, the Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for shares of Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the shares of Common Stock.

 

If (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Underwriter waives, in writing, such extension.

 

Ex B-2-1

 

 

If the undersigned is an executive officer or director of the Company, (i) the Underwriter agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Underwriter will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Underwriter hereunder to any such executive officer or director shall only be effective two (2) business days after the publication date of such press release; provided, that such press release is not a condition to the release of the aforementioned lock-up provisions due to the expiration of the Lock-Up Period. The provisions of this paragraph will also not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of such transfer.

 

The restrictions set forth in the immediately preceding paragraph shall not apply to:

 

(1) if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned, (c) as a bona fide gift to a charity or educational institution, or (d) if the undersigned is or was an executive officer, director or employee of the Company, to the Company pursuant to the Company’s right of repurchase upon termination of the undersigned’s service with the Company;

 

(2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any shareholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value;

 

(3) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement, or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value;

 

(4) the exercise by the undersigned of any stock option(s) issued pursuant to the Company’s existing stock option plans, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned; provided that the shares of Common Stock received upon such exercise shall remain subject to the restrictions provided for in this Agreement;

 

(5) the exercise by the undersigned of any warrant(s) issued by the Company prior to the date of this Agreement, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned; provided that the shares of Common Stock received upon such exercise shall remain subject to the restrictions provided for in this Agreement;

 

(6) the occurrence after the date hereof of any of (a) an acquisition by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of 100% of the voting securities of the Company, (b) the Company merges into or consolidates with any other entity, or any entity merges into or consolidates with the Company, (c) the Company sells or transfers all or substantially all of its assets to another person, or (d) provided, that, the shares of Common Stock received upon any of the events set forth in clauses (a) through (c) above shall remain subject to the restrictions provided for in this Agreement;

(7) the Offering; and

 

Ex B-2-2

 

 

(8) transfers consented to, in writing by the Underwriter;

 

provided however, that in the case of any transfer described in clause (1), (2) or (3) above, it shall be a condition to the transfer that the transferee executes and delivers to the Underwriter, acting on behalf of the Underwriter, not later than one (1) business day prior to such transfer, a written agreement, in substantially the form of this Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the undersigned and not to the immediate family of the transferee) and otherwise satisfactory in form and substance to the Underwriter. In addition, the restrictions set forth herein shall not prevent the undersigned from entering into a sales plan pursuant to Rule 10b5-1 under the Exchange Act after the date hereof, provided that (i) a copy of such plan is provided to the Underwriter promptly upon entering into the same and (ii) no sales or transfers may be made under such plan until the Lock-Up Period ends or this Agreement is terminated in accordance with its terms. For purposes of this paragraph, “immediate family” shall mean a spouse, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of the undersigned, and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act.

 

The undersigned further agrees that (i) if the aggregate of the undersigned’s shares of Common Stock were to equal or exceed 20% of the Company’s outstanding shares of Common Stock on a fully-diluted basis prior to the completion of the Offering, then the Lock-Up Period shall be for a period beginning on and including the date of this Agreement through and including the date that is the 365th day after the commencement date of the trading of the Common Stock, (ii) it shall not, during the Lock-Up Period, make any demand or request for or exercise any right with respect to the registration under the Securities Act of any shares of Common Stock or other Beneficially Owned Shares or any securities convertible into or exercisable or exchangeable for shares of Common Stock or other Beneficially Owned Shares, and (iii) the Company may, with respect to any shares of Common Stock or other Beneficially Owned Shares or any securities convertible into or exercisable or exchangeable for shares of Common Stock or other Beneficially Owned Shares owned or held (of record or beneficially) by the undersigned, cause the transfer agent or other registrar to enter stop transfer instructions and implement stop transfer procedures with respect to such securities during the Lock-Up Period.

 

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Agreement and that this Agreement has been duly authorized (if the undersigned is not a natural person), executed and delivered by the undersigned and is a valid and binding agreement of the undersigned. This Agreement and all authority herein conferred are irrevocable and shall survive the death or incapacity of the undersigned (if a natural person) and shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

 

This Agreement shall automatically terminate upon the earliest to occur, if any, of (1) either the Underwriter, on the one hand, or the Company, on the other hand, advising the other in writing they have determined not to proceed with the Offering, (2) termination of the Underwriting Agreement before the sale of any shares of Common Stock, or (3) the withdrawal of the Registration Statement.

 

[Signature Page Follows]

 

Ex B-2-3

 

 

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

 

Very truly yours,  
   
   
(Name - Please Print)  
   
   
(Signature)  
   
   
(Name of Signatory, in the case of entities - Please Print)  
   
   
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Ex B-2-4

 

 EX-3.7 3 fs12023a3ex3-7_unifoilhold.htm AMENDED AND RESTATED ARTICLES OF INCORPORATION OF UNIFOIL HOLDINGS, INC

Exhibit 3.7

 

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
UNIFOIL HOLDINGS, INC.

 

Pursuant to the provisions of Sections 78.385, 78.390 and 78.403 of the Chapter 78 of the Nevada Revised Statutes, Unifoil Holdings, Inc., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”), hereby amends and restates its original Articles of Incorporation in their entirety to read as set forth in these Amended and Restated Articles of Incorporation of Unifoil Holdings, Inc. (these “Amended and Restated Articles Incorporation” and as subsequently amended, restated, amended and restated, or otherwise modified from time to time, including any duly filed certificate of designation relating thereto, these “Articles of Incorporation”).

 

ARTICLE I
NAME

 

The name of the Corporation is Unifoil Holdings, Inc. (the “Corporation”).

 

ARTICLE II
REGISTERED AGENT AND REGISTERED OFFICE

 

The name and address of the Corporation’s registered agent in the State of Nevada is National Registered Agents, Inc., 1000 East William Street, Suite 204, Carson City, NV 89701.

 

Article III
PURPOSE

 

The purpose for which the Corporation is organized is to engage in any lawful acts and activities for which corporations may be organized under Chapter 78 of the Nevada Revised Statutes (together with any successor statutes “NRS”) and to exercise any powers permitted to corporations under the laws of the State of Nevada.

 

Article IV
Capital Stock

 

Section 1. Capital Stock.

 

(a) Authorized Shares. The aggregate number of shares of all classes of stock which the Corporation shall have the authority to issue is One Hundred and Ten Million (110,000,000), consisting of two classes of shares to be designated, respectively, as “Common Stock” and “Preferred Stock,” with all of such shares having a par value of $0.001 per share. The total number of shares of Common Stock that the Corporation shall have authority to issue is One Hundred Million (100,000,000) shares. The total number of shares of Preferred Stock that the Corporation shall have authority to issue is Ten Million (10,000,000) shares.

 

(c) Increase or Decrease in Authorized Shares. The number of authorized shares of Preferred Stock or Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) from time to time by the affirmative vote of the holders of at least a majority of the voting power of the Corporation’s then outstanding capital stock, voting together as a single class and without a separate vote of any holders of the Common Stock or Preferred Stock or of any series thereof, unless a separate vote of any such holders is required pursuant to the terms of any certificate of designations for a series of Preferred Stock, irrespective of the provisions of Section 78.207 of the NRS or any successor provisions thereof that would otherwise require that any such proposed increase or decrease to the number of authorized shares of any class or series be approved by the separate vote of the holders of shares representing a majority of the voting power of each class or series affected by such increase or decrease. Notwithstanding the forgoing provisions of this Section 1(c), the Board of Directors shall have the authority, pursuant to Section 78.207(1) of the NRS, to change the number of authorized shares of any class or series of the capital stock of the Corporation by increasing or decreasing the number of authorized shares of the class or series and correspondingly increasing or decreasing the number of then outstanding shares of the same class or series, by a resolution adopted by the Board of Directors and without obtaining the approval of the stockholders of the Corporation.

 

 

 

 

(d) Decrease in Number of Outstanding Shares. The number outstanding shares of Preferred Stock or Common Stock may be decreased from time to time (without correspondingly decreasing the number of authorized shares of the same class or series) by the affirmative vote of the holders of at least a majority of the voting power of the Corporation’s then outstanding capital stock, voting together as a single class and without a separate vote of any holders of the Common Stock or Preferred Stock or of any series thereof, unless a separate vote of any such holders is required pursuant to the terms of any certificate of designations for a series of Preferred Stock, irrespective of the provisions of Section 78.2055 of the NRS or any successor provisions thereof that would otherwise require that any such proposed decrease to the number of outstanding shares of any class or series be approved by the separate vote of the holders of shares representing a majority of the voting power of each class or series affected by such decrease.

 

(e) Facts or Events Ascertainable Outside of Articles of Incorporation. Any of the voting powers, designations, preferences, limitations, restrictions and relative rights of any class or series of stock of the Corporation may be made dependent upon any fact or event which may be ascertained outside these Articles of Incorporation if the manner in which a fact or event may operate upon the voting powers, designations, preferences, limitations, restrictions and relative rights is stated in these Articles of Incorporation (including any duly filed certificate of designation relating thereto), all to the full extent permitted by the NRS.

 

Section 2. Common Stock

 

(a) Voting Rights. Except as otherwise expressly provided by law or in this Article IV, each outstanding share of Common Stock shall be entitled to one (1) vote on each matter to be voted on by the stockholders of the Corporation.

 

(b) Liquidation Rights. Subject to any prior or superior rights of liquidation as may be conferred upon any shares of Preferred Stock, and after payment or provision for payment of the debts and other liabilities of the Corporation, upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Common Stock then outstanding shall be entitled to receive all of the assets and funds of the Corporation remaining and available for distribution. Such assets and funds shall be divided among and paid to the holders of Common Stock, on a pro-rata basis, according to the number of shares of Common Stock held by them.

 

(c) Dividends. Dividends may be paid on the outstanding shares of Common Stock as and when declared by the Board of Directors, out of funds legally available therefore, provided, however, that no dividends shall be made with respect to the Common Stock until any preferential dividends required to be paid or set apart for any shares of Preferred Stock have been paid or set apart.

 

(d) Residual Rights. All rights accruing to the outstanding shares of the Corporation not expressly provided for to the contrary herein or in the amended and restated bylaws of the Corporation (as amended, restated, amended and restated, or otherwise modified, the “Bylaws”) shall be vested in the Common Stock.

 

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Section 3. Preferred Stock

 

(a) Designation. The Board of Directors, without stockholder action, is hereby expressly vested with the authority to provide, by resolution or resolutions adopted by the Board of Directors and a certificate of designations filed with the Secretary of State of the State of Nevada pursuant to Section 78.1955 of the NRS, for the issuance of authorized shares of Preferred Stock from time to time in one or more series, and in connection with the creation of any such series, to adopt one or more resolutions establishing the number of shares of each such series and fixing the voting powers, designations, preferences, limitations, restrictions, and relative rights of any such series of Preferred Stock including, without limiting the generality of the foregoing: (i) the voting rights relating to the shares of Preferred Stock of any series (which voting rights, if any, may be full or limited, may vary over time, and may be applicable generally or only upon any stated fact or event); (ii) the rate of dividends (which may be cumulative or noncumulative), the condition or time for payment of dividends and the preference or relation of such dividends to dividends payable on any other class or series of capital stock of the Corporation; (iii) the rights of holders of Preferred Stock of any series in the event of liquidation, dissolution, or winding up of the affairs of the Corporation; (iv) the rights, if any, of holders of Preferred Stock of any series to convert or exchange such shares of Preferred Stock of such series for shares of any other class or series of capital stock of the Corporation or for any other securities, property, or assets of the Corporation or any subsidiary (including the determination of the price or prices or the rate or rates applicable to such rights to convert or exchange and the adjustment thereof, the time or times during which the right to convert or exchange shall be applicable, and the time or times during which a particular price or rate shall be applicable); and (v) whether the shares of any series of Preferred Stock shall be subject to redemption by the Corporation (in addition to any right of redemption pursuant to these Articles of Incorporation) and if subject to redemption, the times, prices, rates, adjustments and other terms and conditions of such redemption.

 

(b) Facts or Events Ascertainable Outside of Articles of Incorporation. Any of the powers, designations, preferences, limitations, restrictions and relative rights of any series of Preferred Stock may be made dependent upon any fact or event which may be ascertained outside these Articles of Incorporation (including any duly filed certificate of designation relating thereto) if the manner in which the fact or event may operate on the voting powers, designations, preferences, limitations, restrictions and relative rights such series is stated in these Articles of Incorporation or any duly filed certificate of designation relating thereto, all to the full extent permitted by the NRS. As used in this section, “fact or event” includes, without limitation, the existence of a fact or occurrence of an event, including, without limitation, a determination or action by a person, government, governmental agency or political subdivision of a government. Unless the Board of Directors provides to the contrary in the resolution which fixes the characteristics of a series of Preferred Stock, neither the consent by series, or otherwise, of the holders of any outstanding shares of Preferred Stock nor the consent of the holders of any outstanding shares of Common Stock shall be required for the issuance of shares of any new series of Preferred Stock regardless of whether the rights and preferences of the new series of Preferred Stock are senior or superior, in any way, to the outstanding shares of any other series of Preferred Stock or the Common Stock.

 

(c) Certificates of Designation. Before the Corporation shall issue any shares of Preferred Stock of any series, a certificate of designation setting forth a copy of the resolution or resolutions of the Board of Directors, and establishing the voting powers, designations, preferences, the relative, participating, optional, or other rights, if any, and the qualifications, limitations, and restrictions, if any, relating to the shares of Preferred Stock of such series, and the number of shares of Preferred Stock of such series authorized by the Board of Directors to be issued shall be made and signed by an officer of the Corporation and filed in the manner prescribed by the NRS.

 

Article V
Board of Directors

 

Section 1. Number of Directors. Subject to the special rights, if any, of the holders of any then outstanding series of Preferred Stock to elect additional directors under specified circumstances, the number of directors which shall constitute the Board of Directors shall be fixed from time to time exclusively by resolutions adopted by the Board of Directors in the manner provided in the Bylaws; provided that no decrease in the authorized number of directors shall shorten the term of any incumbent director.

 

Section 2. Election. Subject to the rights, if any, of the holders of any then outstanding series of Preferred Stock, each director shall serve for a term ending on the date of the third annual meeting following the annual meeting at which such director was elected; provided, that the term of each director shall continue until the election and qualification of his or her successor and shall be subject to such director’s earlier death, retirement, disqualification, resignation or removal.

 

Section 3. Vacancies. Except as otherwise required by applicable law and subject to the rights, if any, of the holders of any then outstanding series of Preferred Stock, any newly created directorship that results from an increase in the number of directors or any vacancy on the Board of Directors that results from the death, resignation, disqualification or removal of any director or from any other cause shall be filled solely by the affirmative vote of a majority of the total number of directors then in office, though less than a quorum, or by a sole remaining director, and not by the stockholders of the Corporation. Any director elected in accordance with the preceding sentence will hold office for the remainder of the full term of the class of directors in which the vacancy occurred or to which the new directorship is apportioned, and until the election and qualification of his or her successor or until such director’s earlier death, retirement, disqualification, resignation or removal.

 

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Article VI
Limitation on Personal Liability

 

To the fullest extent that the NRS or any other law of the State of Nevada as it exists on the effective date of this provision or as thereafter amended permits the limitation or elimination of the liability of directors or officers, no director or officer of the Corporation shall be individually liable to the Corporation, its stockholders, or creditors for money damages for any action taken, or any failure to take any action, in his or her capacity as a director or officer of the Corporation, except as limited by the NRS. No amendment to, or modification or repeal of, this Article VI shall adversely affect any right or protection of a director or officer of the Corporation existing under this provision with respect to any act or omission occurring before such amendment, modification or repeal.

 

Article VII
Acquisition of Controlling interest

 

The Corporation elects not to be governed by the terms and provisions of Sections 78.378 through 78.3793, inclusive, of the NRS, as the same may be amended, superseded, or replaced by any successor section, statute, or provision. No amendment to these Articles of Incorporation, directly or indirectly, by merger or consolidation or otherwise, having the effect of amending or repealing any provision of this Article VII shall apply to or have any effect on any transaction involving acquisition of control by any person occurring prior to such amendment or repeal.

 

Article VIII
Combinations with Interested Stockholders

 

The Corporation elects not to be governed by the terms and provisions of Sections 78.411 through 78.444, inclusive, of the NRS, as the same may be amended, superseded, or replaced by any successor section, statute, or provision. No amendment to these Articles of Incorporation, directly or indirectly, by merger or consolidation or otherwise, having the effect of amending or repealing any provision of this Article VIII shall apply to or have any effect on any transaction with an interested stockholder occurring prior to such amendment or repeal.

 

Article IX
Indemnification of Directors and Officers

 

The Corporation shall indemnify, and advance expenses as they are incurred to, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director of the Corporation, or who is serving at the request or direction of the Corporation as a director of another Corporation or other enterprise, against expenses including attorney’s fees, judgments, fines and amount paid in settlement, actually and reasonably incurred by such person in connection with the action, suit or proceeding, to the full extent permitted by Nevada law.

 

ARTICLE X
BYLAWS

 

The authority to adopt, amend, or repeal the Bylaws of the Corporation is granted exclusively to the Board of Directors.

 

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ARTICLE XI
EXCLUSIVE FORUM FOR ADJUDICATION OF DISPUTES

 

Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought in the name or right of the Corporation or on its behalf; (ii) any action asserting a claim for breach of any fiduciary duty owed by any director, officer, employee or agent of the Corporation in such capacity to the Corporation or the Corporation’s stockholders; (iii) any action arising or asserting a claim arising pursuant to any provision of NRS Chapters 78 or 92A or any provision of the Corporation’s Articles of Incorporation or the Bylaws; or (iv) any action asserting a claim governed by the internal affairs doctrine, including, without limitation, any action to interpret, apply, enforce or determine the validity of the Corporation’s Articles of Incorporation or the Bylaws, shall be the Eighth Judicial District Court of Clark County, Nevada. In the event that (x) the Eighth Judicial District Court of Clark County, Nevada does not have jurisdiction over any action the subject matter of which is within the scope of the preceding sentence (each an “Action”), then any other state district court located in the State of Nevada shall be the exclusive forum for such Action, or (y) no state district court in the State of Nevada has jurisdiction over any such Action, the federal district court for the District of Nevada shall be the exclusive forum for such Action. If any Action is filed in a court other than a state or federal court located within the State of Nevada (a “Foreign Action”) by or in the name of any stockholder, such stockholder shall be deemed to have consented to (a) personal jurisdiction of the state and federal courts located within the State of Nevada in connection with any action brought in any such court to enforce the provisions of this Article XI, and (b) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. Any person or entity that acquires any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to all of the provisions of this Article XI.

 

ARTICLE XII
RENUNCIATION OF BUSINESS OPPORTUNITY DOCTRINE

 

Section 1. Any director, officer or stockholder of the Corporation, and any of their affiliates, other than those directors, officers or stockholders who are employees of the Corporation, may engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, is or may in the future be engaged and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly is or may in the future be engaged. To the fullest extent permitted by the NRS, no director, officer or stockholder of the Corporation, or any of their affiliates, other than those directors, officers or stockholders who are employees of the Corporation, shall be held individually liable to the Corporation or its stockholders or creditors for any damages as a result of engaging in any such activities.

 

Section 2. To the fullest extent permitted under the NRS, the Corporation renounces any interest or expectancy of the Corporation in, or in being offered and opportunity to participate in, business opportunities that are from time to time presented to the directors, officers or stockholders of the Corporation, or any of their affiliates, other than those directors, officers or stockholders who are employees of the Corporation. To the fullest extent permitted under the NRS, no director, officer or stockholder of the Corporation, or any of their affiliates, other than those directors, officers or stockholders who are employees of the Corporation, shall be held individually liable to the Corporation or its stockholders or creditors for any damages as a result of pursuing or acquiring any such business opportunities.

 

Section 3. No amendment or repeal of this Article XII shall apply to or have any effect on the liability or alleged liability of any director, officer or stockholder of the Corporation or any of their affiliates for or with respect to any activities commenced, or any business opportunities of which a director, officer or stockholder became aware, prior to such amendment or repeal.

 

ARTICLE XIII.
AMENDMENT OF ARTICLES OF INCORPORATION

 

The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

 

 

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 EX-3.8 4 fs12023a3ex3-8_unifoilhold.htm BYLAWS OF UNIFOIL HOLDINGS, INC

Exhibit 3.8

 

BYLAWS
OF
UNIFOIL HOLDINGS, INC.

 

article I
OFFICES

 

1.1 Registered Office. The registered office and registered agent of Unifoil Holdings, Inc. (the “Corporation”) shall be as from time to time set forth in the Corporation’s Articles of Incorporation.

 

1.2 Other Offices. The Corporation may also have offices at such other places, both within and without the State of Nevada, as the Board of Directors may from time to time determine or the business of the Corporation may require.

 

article II
STOCKHOLDERS’ MEETINGS

 

2.1 Place of Meetings. Meetings of stockholders may be held at such time and place, within or without the State of Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other.

 

2.2 Annual Meeting.

 

(a) The annual meeting of the stockholders of the Corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors. Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders: (i) pursuant to the Corporation’s notice of meeting of stockholders; (ii) by or at the direction of the Board of Directors; or (iii) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided for in the following paragraph, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section.

 

(b) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a) of this Section, (i) the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation, (ii) such other business must be a proper matter for stockholder action under the Nevada Revised Statues, (iii) if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided the Corporation with a Solicitation Notice (as defined in this Section), such stockholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage of the Corporation’s voting shares reasonably believed by such stockholder or beneficial owner to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder, and must, in either case, have included in such materials the Solicitation Notice, and (iv) if no Solicitation Notice relating thereto has been timely provided pursuant to this Section, the stockholder or beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation Notice under this Section. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth: (A) as to each person whom the stockholder proposed to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and Rule 14a-4(d) thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (ii) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner, and (iii) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of the proposal, at least the percentage of the Corporation’s voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Corporation’s voting shares to elect such nominee or nominees (an affirmative statement of such intent, a “Solicitation Notice”).

 

 

 

 

(c) Notwithstanding anything in the second sentence of paragraph (b) of this Section to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

 

(d) Only such persons who are nominated in accordance with the procedures set forth in this Section shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section. Except as otherwise provided by law, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made, or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal or nomination shall not be presented for stockholder action at the meeting and shall be disregarded.

 

(e) Notwithstanding the foregoing provisions of this Section, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholders’ meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Nothing in these Bylaws shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation proxy statement pursuant to Rule 14a-8 under the 1934 Act.

 

(f) For purposes of this Section, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press, Accesswire, Market Wire or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act.

 

2.3 Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by law, by the Articles of Incorporation or by these Bylaws, may be called at any time only by the Board of Directors pursuant to a resolution adopted by a majority of the Board of Directors that the Corporation would have if there were no vacancies. No business may be transacted at such special meeting otherwise than specified in such notice.

 

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2.4 Notice of Meetings. Written or printed notice stating the place, day and hour of any meeting of the stockholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the Chief Executive Officer, the President, the Secretary, or the officer or person calling the meeting, to each stockholder of record entitled to vote at the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the mail, addressed to the stockholder at his address as it appears on the stock transfer books and records of the Corporation or its transfer agent, with postage thereon prepaid.

 

2.5 Quorum; Adjournment. At all meetings of the stockholders, the presence in person or by proxy of the holders of a majority of the shares issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation or by these Bylaws. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

 

2.6 Voting. When a quorum is present at any meeting of the Corporation’s stockholders, action by the stockholders on a matter other than the election of directors is approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, unless the question is one upon which, by express provision of law, the Articles of Incorporation, these Bylaws or applicable stock exchange rules, a different vote is required, in which case such express provision shall govern and control the decision of such question. Voting for directors shall be in accordance with Section 3.2 of these Bylaws. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

 

2.7 Method of Voting. Each outstanding share of the Corporation’s capital stock shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders, except to the extent that the voting rights of the shares of any class or classes are otherwise provided by applicable law or the Articles of Incorporation, as amended from time to time. At any meeting of the stockholders, every stockholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such stockholder or by his duly authorized attorney-in-fact and bearing a date not more than six (6) months prior to such meeting, unless such instrument provides for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power. Such proxy shall be filed with the Secretary of the Corporation prior to or at the time of the meeting. Voting on any question or in any election may be by voice vote or show of hands unless the presiding officer shall order, or any stockholder shall demand that voting be by written ballot.

 

2.8 Record Date; Closing Transfer Books. The Board of Directors may fix in advance a record date for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such record date to be not less than ten (10) nor more than sixty (60) days prior to such meeting, or the Board of Directors may close the stock transfer books for such purpose for a period of not less than ten (10) nor more than sixty (60) days prior to such meeting. In the absence of any action by the Board of Directors, the date upon which the notice of the meeting is mailed shall be the record date.

 

2.9 Action by Consent. Any action required or permitted by law, the Articles of Incorporation, or these Bylaws to be taken at a meeting of the stockholders of the Corporation may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by stockholders holding at least a majority of the voting power; provided that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. Such signed consents shall be delivered to the Secretary for inclusion in the Minute Book of the Corporation.

 

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article III
BOARD OF DIRECTORS

 

3.1 Management. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, who may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, the Articles of Incorporation, a stockholders’ agreement or these Bylaws directed or required to be exercised or done by the stockholders.

 

3.2 Qualification; Election; Term. None of the directors need be a stockholder of the Corporation or a resident of the State of Nevada. The directors shall be elected by plurality vote at the annual meeting of the stockholders, except as hereinafter provided, and each director elected shall hold office until his successor shall be elected and qualified.

 

3.3 Number. The number of directors of the Corporation shall be fixed as the Board of Directors may from time-to-time designate, provided that the number of members of the Board shall not be less than one (1) nor more than ten (10). The number of authorized directors may be changed solely by action of the Board of Directors. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director.

 

3.4 Resignation. Any director may resign at any time by delivering his or her notice in writing to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors.

 

3.5 Removal. Any director may be removed either for or without cause at any special meeting of stockholders by the affirmative vote of at least two-thirds of the voting power of the issued and outstanding stock entitled to vote; provided, however, that notice of intention to act upon such matter shall have been given in the notice calling such meeting.

 

3.6 Vacancies. Any vacancy occurring in the Board of Directors by death, resignation, removal or otherwise may be filled by an affirmative vote of at least a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. A directorship to be filled by reason of an increase in the number of directors may be filled by the Board of Directors for a term of office only until the next election of one or more directors by the stockholders.

 

3.7 Place of Meetings. Meetings of the Board of Directors, regular or special, may be held at such place within or without the State of Nevada as may be fixed from time to time by the Board of Directors. Directors may participate in and hold a meeting by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other.

 

3.8 Annual Meeting. The first meeting of each newly elected Board of Directors shall be held without further notice immediately following the annual meeting of stockholders and at the same place, unless by unanimous consent or unless the directors then elected and serving shall change such time or place.

 

3.9 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board of Directors.

 

3.10 Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, the Chief Executive Officer or the President on oral or written notice to each director, given either personally, by telephone, by telegram, by mail, by facsimile or by e-mail at least forty-eight (48) hours prior to the time of the meeting. Special meetings shall be called by the Chief Executive Officer, the President or the Secretary in like manner and on like notice on the written request of any director. Except as may be otherwise expressly provided by law, the Articles of Incorporation or these Bylaws, neither the business to be transacted at, nor the purpose of, any special meeting need to be specified in a notice or waiver of notice.

 

3.11 Quorum and Voting. At all meetings of the Board of Directors the presence of a majority of the number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the affirmative vote of at least a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, the Articles of Incorporation or these Bylaws. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present.

 

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3.12 Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without such a meeting if a consent or consents in writing, setting forth the action so taken, is signed by all the members of the Board of Directors.

 

3.13 Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely joins in the signing of a written consent that authorizes or approves the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the fact as to his relationship or interest and as to the contract or transaction is known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the fact as to his relationship or interest and as to the contract or transaction is known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the fact that the common directorship, office, or financial interest is not known to the director or officer at the time the transaction is brought before the Board of Directors for action; or (4) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved, or ratified by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

 

3.14 Compensation of Directors. Directors shall receive such compensation for their services, and reimbursement for their expenses as the Board of Directors, by resolution, shall establish; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

 

3.15 Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate committees, each committee to consist of one or more directors of the Corporation, which committees shall have such power and authority and shall perform such functions as may be provided in such resolution. Each committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the business and affairs of the Corporation, except where action of the full Board of Directors is required by statute or by the Articles of Incorporation. Unless the Board of Directors shall otherwise provide, regular meetings of the committee appointed pursuant to this Section shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Unless otherwise provided by the Board of Directors in the resolutions authorizing the creation of the committee, a majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

 

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article IV
OFFICERS

 

4.1 Election. The Board of Directors shall elect or appoint a Chief Executive Officer, a President, a Chief Financial Officer, a Treasurer and a Secretary or the equivalents of such officers. The Board of Directors may also elect a Chairman of the Board, one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers. Such officers shall serve until their respective successors are elected and appointed and shall qualify or until their earlier resignation or removal. The Board of Directors may from time to time, by resolution, elect or appoint such other officers and agents as it may deem advisable, who shall hold office at the pleasure of the Board of Directors, and shall have such powers and duties and be paid such compensation as may be directed by the Board of Directors. Any individual may hold two or more offices.

 

4.2 Resignation. Any officer may resign at any time by giving notice in writing or by electronic transmission notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the Corporation under any contract with the resigning officer.

 

4.3 Removal. Any officer or agent elected or appointed by the Board of Directors may be removed at any time, for or without cause, by the affirmative vote of a majority of the whole Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

 

4.4 Duties of Officers.

 

(a) Chairman of the Board of Directors. The Chairman of the Board of Directors, when present, shall preside at all meetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

 

(b) Chief Executive Officer. The powers and duties of the Chief Executive Officer are: (a) to act as the general manager and chief executive officer of the Corporation and, subject to the direction of the Board of Directors, to have general supervision, direction and control of the business and affairs of the Corporation; (b) to preside at all meetings of the stockholders and, in the absence of the Chairman of the Board of Directors or if there is no Chairman of the Board of Directors, at all meetings of the Board of Directors; (c) to call meetings of the stockholders and meetings of the Board of Directors to be held at such times and, subject to the limitations prescribed by law or by these Bylaws, at such places as he or she shall deem proper; and (d) to affix the signature of the Corporation to all deeds, conveyances, mortgages, leases, obligations, bonds, certificates and other papers and instruments in writing which have been authorized by the Board of Directors or which, in the judgment of the Chief Executive Officer, should be executed on behalf of the Corporation, to sign certificates for shares of stock of the Corporation, and, subject to the direction of the Board of Directors, to have general charge of the property of the Corporation and to supervise and control all officers, agents and employees of the Corporation.

 

(c) President. The powers and duties of the President are: (a) subject to the authority granted to the Chief Executive Officer, if any, to act as the general manager of the Corporation and, subject to the control of the Board of Directors, to have general supervision, direction and control of the business and affairs of the Corporation; (b) to preside at all meetings of the stockholders and Board of Directors in the absence of the Chairman of the Board of Directors and the Chief Executive Officer or if there be no Chairman of the Board of Directors or Chief Executive Officer; and (c) to affix the signature of the Corporation to all deeds, conveyances, mortgages, leases, obligations, bonds, certificates and other papers and instruments in writing which have been authorized by the Board of Directors or which, in the judgment of the President, should be executed on behalf of the Corporation, to sign certificates for shares of stock of the Corporation, and, subject to the direction of the Board of Directors, to have general charge of the property of the Corporation and to supervise and control all officers, agents and employees of the Corporation. The President shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

 

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(d) Chief Financial Officer. The chief financial officer shall be the principal financial officer of the Corporation and shall have such powers and perform such duties as may be assigned by the Board of Directors, the chair of the board or the chief executive officer.

 

(e) Vice Presidents. The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

 

(f) Treasurer. The powers and duties of the Treasurer are: (a) to supervise and control the keeping and maintaining of adequate and correct accounts of the Corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares; (b) to have the custody of all funds, securities, evidences of indebtedness and other valuable documents of the Corporation and, at his or her discretion, to cause any or all thereof to be deposited for the account of the Corporation with such depository as may be designated from time to time by the Board of Directors; (c) to receive or cause to be received, and to give or cause to be given, receipts and acquittances for moneys paid in for the account of the Corporation; (d) to disburse, or cause to be disbursed, all funds of the Corporation as may be directed by the Chief Executive Officer, the President or the Board of Directors, taking proper vouchers for such disbursements; (e) to render to the Chief Executive Officer, the President or to the Board of Directors, whenever either may require, accounts of all transactions as Treasurer and of the financial condition of the Corporation; and (f) generally to do and perform all such duties as pertain to such office and as may be required by the Board of Directors or these Bylaws. The Treasurer may direct the any Assistant Treasurer, or the Controller or any Assistant Controller to assume and perform the duties of the Treasurer in the absence or disability of the Treasurer, and each Assistant Treasurer and each Controller and Assistant Controller shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time.

 

(g) Secretary. The powers and duties of the Secretary are: (a) to keep a book of minutes at the principal executive office of the Corporation, or such other place as the Board of Directors may order, of all meetings of its directors and stockholders, whether regular or special, the notice thereof given, the names of those present at directors’ meetings, the number of shares present or represented at stockholders’ meetings and the proceedings thereof; (b) to keep the seal of the Corporation and to affix the same to all instruments which may require it; (c) to keep or cause to be kept at the principal executive office of the Corporation, or at the office of the transfer agent or agents, a record of the stockholders of the Corporation; (d) to keep a supply of certificates for shares of the Corporation, to fill in and sign all certificates issued or prepare the initial transaction statement or written statements for uncertificated shares, and to make a proper record of each such issuance, provided that so long as the Corporation shall have one or more duly appointed and acting transfer agents of the shares, or any class or series of shares, of the Corporation, such duties with respect to such shares shall be performed by such transfer agent or transfer agents; (e) to transfer upon the share books of the Corporation any and all shares of the Corporation, provided that so long as the Corporation shall have one or more duly appointed and acting transfer agents of the shares, or any class or series of shares, of the Corporation, such duties with respect to such shares shall be performed by such transfer agent or transfer agents; and (f) to make service and publication of all notices that may be necessary or proper and without command or direction from anyone. The Secretary shall perform all other duties provided for in these Bylaws and other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The Chief Executive Officer may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time.

 

4.6 Salaries. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors or any committee of the Board, if so authorized by the Board.

 

4.7 Employment and Other Contracts. The Board of Directors may authorize any officer or officers or agent or agents to enter into any contract or execute and deliver any instrument in the name or on behalf of the Corporation, and such authority may be general or confined to specific instances. The Board of Directors may, when it believes the interest of the Corporation will best be served thereby, authorize executive employment contracts which will contain such terms and conditions as the Board of Directors deems appropriate.

 

4.8 Bonding. If required by the Board of Directors, all or certain of the officers shall give the Corporation a bond, in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of their office and for the restoration to the Corporation, in case of their death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Corporation.

 

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article V
SHARES OF STOCK

 

5.1 Form of Certificates. The Corporation may, but is not required to, deliver to each stockholder a certificate or certificates, in such form as may be determined by the Board of Directors, representing shares to which the stockholder is entitled. Such certificates shall be consecutively numbered and shall be registered on the books and records the Corporation or its transfer agent as they are issued. Each certificate shall state on the face thereof the holder’s name, the number, class of shares, and the par value of such shares or a statement that such shares are without par value.

 

5.2 Shares without Certificates. The Board of Directors may authorize the issuance of uncertificated shares of some or all of the shares of any or all of its classes or series. The issuance of uncertificated shares has no effect on existing certificates for shares until surrendered to the Corporation, or on the respective rights and obligations of the stockholders. Unless otherwise provided by the Nevada Revised Statutes, the rights and obligations of stockholders are identical whether or not their shares of stock are represented by certificates. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send the stockholder a written statement containing the information required on the certificates pursuant to Section 5.1. At least annually thereafter, the Corporation shall provide to its stockholders of record, a written statement confirming the information contained in the informational statement previously sent pursuant to this Section.

 

5.3 Lost, Stolen or Destroyed Certificates. The Board of Directors may direct that a new certificate be issued, or that uncertificated shares be issued, in place of any certificate theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate or uncertificated shares, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may require the owner of such lost or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond, in such form, in such sum, and with such surety or sureties as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed. When a certificate has been lost, apparently destroyed or wrongfully taken, and the holder of record fails to notify the Corporation within a reasonable time after he has notice of it, and the Corporation registers a transfer of the shares represented by the certificate before receiving such notification, the holder of record is precluded from making any claim against the Corporation for the transfer or a new certificate or uncertificated shares.

 

5.4 Restrictions on Transfer. The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Corporation to restrict the sale, transfer, assignment, pledge, or other disposal of or encumbering of any of the shares of stock of the Corporation or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise (each, a “Transfer”) of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the Nevada Revised Statutes. Transfers of record of shares of stock of the Corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and, in the case of stock represented by certificate, upon the surrender of a properly endorsed certificate or certificates for a like number of shares.

 

5.5 Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

 

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article VI
indemnification

 

6.1 Directors and Executive Officers. The Corporation shall indemnify its directors and officers to the fullest extent not prohibited by the Nevada Revised Statutes or any other applicable law; provided, however, that the Corporation may modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the Corporation shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (a) such indemnification is expressly required to be made by law, (b) the proceeding was authorized by the Board of Directors of the Corporation, (c) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Nevada Revised Statutes or any other applicable law or (d) such indemnification is required to be made under this Article VI.

 

6.2 Employees and Other Agents. The Corporation shall have power to indemnify its other employees and other agents as set forth in the Nevada Revised Statutes or any other applicable law. The Board of Directors shall have the power to delegate the determination of whether indemnification shall be given to any such person except such officers or other persons as the Board of Directors shall determine.

 

6.3 Expenses. The Corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding, provided, however, that, if the Nevada Revised Statutes requires, an advancement of expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise. Notwithstanding the foregoing, unless otherwise determined pursuant to this Article VI or the Nevada Revised Statutes, no advance shall be made by the Corporation to an officer of the Corporation (except by reason of the fact that such officer is or was a director of the Corporation, in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (a) by a majority vote of a quorum consisting of directors who were not parties to the proceeding, even if not a quorum, or (b) by a committee of such directors designated by a majority of such directors, even though less than a quorum, or (c) if there are no such directors, or such directors so direct, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Corporation.

 

6.4 Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and officers under this Article VI shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the Corporation and the director or officer. Any right to indemnification or advances granted by this Article VI to a director or officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (a) the claim for indemnification or advances is denied, in whole or in part, or (b) no disposition of such claim is made within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting the claim. In connection with any claim for indemnification, the Corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible under the Nevada Revised Statutes or any other applicable law for the Corporation to indemnify the claimant for the amount claimed. In connection with any claim by an officer of the Corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such officer is or was a director of the Corporation) for advances, the Corporation shall be entitled to raise as a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Corporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the Nevada Revised Statutes or any other applicable law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.

 

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6.5 Non-Exclusivity of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other right which such person may have or hereafter acquire under any applicable statute, provision of the Articles of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the Nevada Revised Statutes or any other applicable law.

 

6.6 Survival of Rights. The rights conferred on any person by this Article VI shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

 

6.7 Insurance. To the fullest extent permitted by the Nevada Revised Statutes, or any other applicable law, the Corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Article VI.

 

6.8 Amendments. Any repeal or modification of this Article VI shall only be prospective and shall not affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the Corporation.

 

6.9 Saving Clause. If this Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director and officer to the full extent not prohibited by any applicable portion of this Article that shall not have been invalidated, or by any other applicable law. If this Article VI shall be invalid due to the application of the indemnification provisions of another jurisdiction, then the Corporation shall indemnify each director and officer to the full extent under applicable law.

 

6.10 Changes in Nevada Law. References in these Bylaws to Nevada law or the Nevada Revised Statutes or to any provision thereof shall be to such law as it existed on the date these Bylaws were adopted or as such law thereafter may be changed; provided, that: (a) in the case of any change which expands the liability of directors or officers or limits the indemnification rights or the rights to advancement of expenses which the Corporation may provide in Article V hereof, the rights to limited liability, to indemnification and to the advancement of expenses provided in the Articles and/or these Bylaws shall continue as theretofore to the extent permitted by applicable law; and (b) if such change permits the Corporation, without the requirement of any further action by stockholders or directors, to limit further the liability of directors or limit the liability of officers or to provide broader indemnification rights or rights to the advancement of expenses than the Corporation was permitted to provide prior to such change, then liability thereupon shall be so limited and the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by applicable law

 

6.11 Certain Definitions. For the purposes of this Article VI, the following definitions shall apply:

 

(a) The term “proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

 

(b) The term “expenses” shall be broadly construed and shall include, without limitation, court costs, attorneys’ fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.

 

(c) The term the “Corporation” shall include, in addition to the resulting Corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving Corporation as he would have with respect to such constituent corporation if its separate existence had continued.

 

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(d) References to a “director,” “officer,” “employee,” or “agent” of the Corporation shall include, without limitation, situations where such person is serving at the request of the Corporation as, respectively, a director, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.

 

(e) References to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article.

 

article VII
NOTICES

 

7.1 Form of Notice. Whenever required by law, the Articles of Incorporation or these Bylaws, notice is to be given to any director or stockholder, and no provision is made as to how such notice shall be given, such notice may be given: (a) in writing, by mail, postage prepaid, addressed to such director or stockholder at such address as appears on the books and records of the Corporation or its transfer agent; or (b) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed to be given at the time when the same shall be deposited in the United States mail.

 

7.2 Waiver. Whenever any notice is required to be given to any stockholder or director of the Corporation as required by law, the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be equivalent to the giving of such notice. Attendance of a stockholder or director at a meeting shall constitute a waiver of notice of such meeting, except where such stockholder or director attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

 

7.3 Affidavit of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the Corporation or its transfer agent appointed with respect to the class of stock affected or other agent, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.

 

7.4 Methods of Notice. It shall not be necessary that the same method of giving notice be employed in respect of all recipients of notice, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.

 

7.5 Notice to Stockholders Sharing an Address. Except as otherwise prohibited under the Nevada Revised Statutes, any notice given under the provisions of the Nevada Revised Statutes, the Articles of Incorporation or these Bylaws, shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Such consent shall have been deemed to have been given if such stockholder fails to object in writing to the Corporation within sixty (60) days of having been given notice by the Corporation of its intention to send the single notice. Any consent shall be revocable by the stockholder by written notice to the Corporation.

 

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article VIII
GENERAL PROVISIONS

 

8.1 Execution of Corporate Instruments. The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the Corporation any corporate instrument or document, or to sign on behalf of the Corporation the corporate name without limitation, or to enter into contracts on behalf of the Corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the Corporation. All checks and drafts drawn on banks or other depositaries on funds to the credit of the Corporation or in special accounts of the Corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do. Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

 

8.2 Execution of Other Securities. All bonds, debentures and other corporate securities of the Corporation, other than stock certificates (covered in Article V of these Bylaws), may be signed by the Chairman of the Board of Directors, the Chief Executive Officer, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the Corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the Corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the Corporation.

 

8.3 Voting of Securities Owned by the Corporation. All stock and other securities of other corporations owned or held by the Corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice President.

 

8.4 Dividends. Dividends upon the outstanding shares of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting. Dividends may be declared and paid in cash, in property, or in shares of the Corporation, subject to the provisions of the Nevada Revised Statutes and the Articles of Incorporation. The Board of Directors may fix in advance a record date for the purpose of determining stockholders entitled to receive payment of any dividend, such record date to be not more than sixty (60) days prior to the payment date of such dividend, or the Board of Directors may close the stock transfer books for such purpose for a period of not more than sixty (60) days prior to the payment date of such dividend. In the absence of any action by the Board of Directors, the date upon which the Board of Directors adopts the resolution declaring such dividend shall be the record date.

 

8.5 Reserves. There may be created by resolution of the Board of Directors out of the surplus of the Corporation such reserve or reserves as the directors from time to time, in their discretion, think proper to provide for contingencies, or to equalize dividends, or to repair or maintain any property of the Corporation, or for such other purpose as the directors shall think beneficial to the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. Surplus of the Corporation to the extent so reserved shall not be available for the payment of dividends or other distributions by the Corporation.

 

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8.6 Books and Records. The Corporation shall keep correct and complete books and records of account and minutes of the proceedings of its stockholders and Board of Directors, and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its stockholders, giving the names and addresses of all stockholders and the number and class of the shares held by each.

 

8.7 Corporate Seal. The Board of Directors may adopt a corporate seal. The corporate seal shall consist of a die bearing the name of the Corporation and the inscription, “Corporate Seal-Nevada.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

 

8.8 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

 

8.9 Interpretation and Construction. Reference in these Bylaws to any provision of the Nevada Revised Statutes shall be deemed to include all amendments thereof. Unless the context requires otherwise, the general provisions, rules of construction and definitions in the Nevada Revised Statutes shall govern the construction of these Bylaws. Without limiting the generality of the provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person. All restrictions, limitations, requirements and other provisions of these Bylaws shall be construed, insofar as possible, as supplemental and additional to all provisions of law applicable to the subject matter thereof and shall be fully complied with in addition to the said provisions of law unless such compliance shall be illegal. Any article, section, subsection, subdivision, sentence, clause or phrase of these Bylaws which, upon being construed in the manner provided in this Section 8.9, shall be contrary to or inconsistent with any applicable provision of law, shall not apply so long as said provisions of law shall remain in effect, but such result shall not affect the validity or applicability of any other portions of these Bylaws, it being hereby declared that these Bylaws, and each article, section, subsection, subdivision, sentence, clause, or phrase thereof, would have been adopted irrespective of the fact that any one or more articles, sections, subsections, subdivisions, sentences, clauses or phrases is or are illegal.

 

article IX
ADOPTION, AMENDMENT OR REPEAL OF BYLAWS

 

9.1 By the Board of Directors. The Board of Directors is expressly empowered to amend, modify, restate or repeal these Bylaws, or adopt any new provision.

 

9.2 By the Stockholders. The stockholders of the Corporation shall also have the power to amend, modify, restate or repeal these Bylaws, or adopt any new provision, at a duly called meeting of the stockholders upon approval of any such action by stockholders holding a majority of the voting power of all stockholders; provided, that notice of the proposed amendment, modification, restatement or repeal or adoption of new provision was given in the notice of the meeting.

 

* * *

 

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CERTIFICATE OF ADOPTION OF

 

BYLAWS

 

OF

 

UNIFOIL HOLDINGS, INC.

 

The undersigned hereby certifies that he is the duly elected, qualified and acting Secretary of Unifoil Holdings, Inc., a Nevada corporation (the “Corporation”), and that the foregoing Bylaws were adopted as the Corporation’s bylaws as of the date hereof by the Corporation’s Board of Directors.

 

The undersigned has executed this Certificate as of _______, 2023.

 

 

/s/ Joseph Funicelli

  Joseph Funicelli
  Secretary

 

 

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 EX-4.3 5 fs12023a3ex4-3_unifoilhold.htm WARRANT TO PURCHASE COMMON STOCK

Exhibit 4.3

 

THESE WARRANTS AND ANY SHARES ACQUIRED UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS AND SUCH SHARES AND ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS AND SUCH SHARES MAY NOT BE EXERCISED OR TRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS WARRANT CERTIFICATE, AND NO EXERCISE OR TRANSFER OF THESE WARRANTS OR TRANSFER OF SUCH SHARES SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN COMPLIED WITH.

 

UNIFOIL HOLDINGS, INC.

 

WARRANT TO PURCHASE COMMON STOCK

 

Warrant No.:

Date of Issuance: October 19, 2022 (“Issuance Date”)

 

Unifoil Holdings, Inc., a New Jersey corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,                                                , the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, Company common stock, par value $0.01 (“Common Stock”) (including any Warrants to purchase shares issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof but not after 11:59 p.m., Eastern Time, on the Expiration Date (as defined below), such number (subject to adjustment as provided herein) of fully paid and non-assessable shares of Common Stock equal to seven percent (7.0%) of the shares of Company common stock into which the Company’s Convertible Notes dated October 19, 2022 in the principal amount of $500,000 (the “Notes”) converts into (the “Warrant Shares”).

 

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1. EXERCISE OF WARRANT.

 

(a) Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder on any day on or after the date hereof, in whole or in part, by delivery (whether via facsimile, email, or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant, by submitting information including the then-applicable Exercise Price, number of Warrant Shares purchased equal to or lower than the then-applicable number of Warrant Shares and the FMV (collectively, the “Exercise Information”). Within one (1) Trading Day following an exercise of this Warrant as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if, subject to the provisions of Section 1(d), the Holder has not notified the Company in such Exercise Notice that such exercise is made pursuant to a Cashless Exercise (as defined in Section 1(d)) at a time and under circumstances which permit a Cashless Exercise. The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Company has received an Exercise Notice, upon checking that the Exercise Information supplied by the Holder is accurate, the Company shall transmit by facsimile or email an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) Trading Day following the date on which the Company has received such Exercise Notice and, in the event that the Holder has chosen to exercise in cash, the receipt of the payment of the Aggregate Exercise Price, the Company shall instruct the Transfer Agent to issue to the Holder the number of Warrant Shares to which the Holder is entitled pursuant to such exercise and to, at the sole direction of the Holder pursuant to the Exercise Notice, hold such Warrant Shares in electronic form at the Transfer Agent registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), or mail to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice). Upon delivery of an Exercise Notice and in the event that the Holder has chosen to exercise in cash, the Company’s receipt of the payment of the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the total number of Warrant Shares represented by this Warrant is greater than the number of Warrant Shares being acquired by the Holder upon an exercise, then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company in respect of the issuance or delivery of Warrant Shares upon the exercise of this Warrant, but the Company shall not be obligated to pay any transfer taxes in respect of this Warrant or such shares.

 

(b) Exercise Price. For purposes of this Warrant, “Exercise Price” means the conversion price of the Notes, which pursuant to the terms of the Notes shall be equal to 55% of the price per share of the common stock that is offered in the Company’s initial public offering.

 

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(c) Company’s Failure to Timely Deliver Securities. If the Company shall fail, for any reason or for no reason, to issue to the Holder within three (3) Trading Days after receipt of the applicable Exercise Notice, a certificate for the number of Warrant Shares to which the Holder is entitled and register such Warrant Shares on the Company’s share register, the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company shall fail, for any reason or for no reason, to issue to the Holder within three (3) Trading Days after receipt of the applicable Exercise Notice, a certificate for the number of Warrant Shares to which the Holder is entitled and register such Warrant Shares on the Company’s share register and if on or after such third (3rd) Trading Day the Holder (or any other Person in respect, or on behalf, of the Holder) purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by the Holder of all or any portion of the number of Warrant Shares, or a sale of a number of Warrant Shares equal to all or any portion of the number of Warrant Shares, issuable upon such exercise that the Holder so anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including reasonable brokerage commissions and other reasonable out-of-pocket expenses, if any) for the Warrant Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit the Holder’s balance account with DTC for the number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Warrant Shares or credit the Holder’s balance account with DTC for the number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Warrant Shares multiplied by (B) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable Exercise Notice and ending on the date of such issuance and payment under this clause (ii).

 

(d) Cashless Exercise. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of Warrant Shares determined according to the following formula (a “Cashless Exercise”), provided that the Holder may elect to cashless exercise pursuant to this Section 1(d) only if B as set forth in the following formula is higher than C as set forth in the following formula:

 

Net Number = (A x B) - (A x C)

 

B

 

For purposes of the foregoing formula:

 

A = the total number of shares with respect to which this Warrant is then being exercised.

 

B = the FMV

 

C = the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

 

(e) Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares to be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with Section 14.

 

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(f) Intentionally Left Blank.

 

(g) Insufficient Authorized Shares. The Company shall at all times keep reserved for issuance under this Warrant a number of shares of Common Stock as shall be necessary to satisfy the Company’s obligation to issue Warrant Shares hereunder (without regard to any limitation otherwise contained herein with respect to the number of Warrant Shares that may be acquirable upon exercise of this Warrant). If, notwithstanding the foregoing, and not in limitation thereof, at any time while the Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of the Warrant at least a number of shares of Common Stock equal to the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Warrant then outstanding (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Warrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

 

2. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 2.

 

(a) Stock Dividends and Splits. Without limiting any provision of Section 4, if the Company, at any time on or after the date hereof, (i) pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger number of shares or (iii) combines (by combination, reverse stock split or otherwise) one or more classes of its then outstanding shares of Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the period that an Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted appropriately to reflect such event.

 

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(b) Intentionally Left Blank.

 

(c) Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to only paragraph (a) of this Section 2, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise contained herein).

 

(d) Other Events. In the event that the Company (or any subsidiary) shall take any action to which the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company’s board of directors shall in good faith determine and implement an appropriate adjustment in the Exercise Price and the number of Warrant Shares (if applicable) so as to protect the rights of the Holder, provided that no such adjustment pursuant to this Section 2(d) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 2, provided further that if the Holder does not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then the Company’s board of directors and the Holder shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose determination shall be final and binding and whose fees and expenses shall be borne by the Company.

 

(e) Calculations. All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.

 

3. RIGHTS UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon a complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution.

 

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4. PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.

 

(a) Purchase Rights. In addition to any adjustments pursuant to Section 2 above, if at any time while the Warrant remains outstanding and before the Expiration Date, the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon a complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

 

(b) Fundamental Transactions. During the term of this Warrant, the Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 4(b) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, such approval not to be unreasonably withheld, conditioned or delayed, including agreements to deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including, without limitation, which is exercisable for a corresponding number of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such adjustments to the number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the consummation of each Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of the applicable Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of each Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the consummation of the applicable Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise of this Warrant prior to the applicable Fundamental Transaction, such shares of publicly traded Common Stock (or its equivalent) of the Successor Entity (including its Parent Entity) which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this Warrant), as adjusted in accordance with the provisions of this Warrant. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 4(b) to permit the Fundamental Transaction without the assumption of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to the consummation of each Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that the Holder will thereafter have the right to receive upon an exercise of this Warrant at any time after the consummation of the applicable Fundamental Transaction but prior to the Expiration Date, in lieu of the shares of the Common Stock Shares (or other securities, cash, assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this Warrant). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Holder.

 

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Reserved.

 

(c) Application. The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and Corporate Events and shall be applied as if this Warrant (and any such subsequent warrants) were fully exercisable and without regard to any limitations on the exercise of this Warrant.

 

5. NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (a) shall not increase the par value of the Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (c) shall, so long as the Warrant is outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of the Warrant, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Warrant then outstanding (without regard to any limitations on exercise).

 

6. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.

 

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7. REISSUANCE OF WARRANTS.

 

(a) Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.

 

(b) Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant (as to which a written certification and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.

 

(c) Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants for fractional shares of Common Stock shall be given.

 

(d) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.

 

8

 

 

8. NOTICES;PAYMENTS.

 

(a) The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon each adjustment of the Exercise Price and the number of Warrant Shares, setting forth in reasonable detail, and certifying, the calculation of such adjustment(s) and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder and (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental Transaction. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of its subsidiaries, the Company shall simultaneously file such notice with the SEC pursuant to a Current Report on Form 8-K. It is expressly understood and agreed that the time of execution specified by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company.

 

(b) Payments. Whenever any payment is to be made by the Company to any Person pursuant to this Warrant, such payment shall be made in lawful money of the United States of America via wire transfer of U.S. Dollars in immediately available funds in accordance with the Holder’s wire transfer instructions delivered to the Company on or prior to such payment date or, in the absence of such instructions, by a certified check drawn on the account of the Company and sent via overnight courier service to such Person at such address as previously provided to the Company in writing.

 

9. AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holder. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.

 

10. SEVERABILITY. If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

 

9

 

 

11. GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdiction other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the Holder or to enforce a judgment or other court ruling in favor of the Holder. If service of process is effected pursuant to the above sentence, such service will be deemed sufficient under New York law and the Company shall not assert otherwise. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.

 

12. Reserved.

 

13. CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant. Terms used in this Warrant but defined in the other Transaction Documents shall have the meanings ascribed to such terms on the Closing Date in such other Transaction Documents unless otherwise consented to in writing by the Holder.

 

14. DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or FMV or the arithmetic calculation of the Warrant Shares (as the case may be), the Company or the Holder (as the case may be) shall submit the disputed determinations or arithmetic calculations (as the case may be) via facsimile (a) within two (2) Business Days after receipt of the applicable notice giving rise to such dispute to the Company or the Holder (as the case may be) or (b) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute (including, without limitation, as to whether any issuance or sale or deemed issuance or sale was an issuance or sale or deemed issuance or sale of Excluded Securities). If the Holder and the Company are unable to agree upon such determination or calculation (as the case may be) of the Exercise Price, or FMV or the number of Warrant Shares (as the case may be) within three (3) Business Days of such disputed determination or arithmetic calculation being submitted to the Company or the Holder (as the case may be), then the Company shall, within two (2) Business Days submit via facsimile (i) the disputed determination of the Exercise Price or FMV (as the case may be) to an independent, reputable investment bank selected by the Holder or (ii) the disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company shall cause at its expense the investment bank or the accountant (as the case may be) to perform the determinations or calculations (as the case may be) and notify the Company and the Holder of the results no later than ten (10) Business Days from the time it receives such disputed determinations or calculations (as the case may be). Such investment bank’s or accountant’s determination or calculation (as the case may be) shall be binding upon all parties absent demonstrable error.

 

10

 

 

15. REMEDIES, CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Warrant (including, without limitation, compliance with Section 2 hereof). The issuance of shares and certificates for shares as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf.

 

16. TRANSFER. This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company.

 

17. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

 

(a) “Bloomberg” means Bloomberg, L.P.

 

(b) “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

 

11

 

 

(c) “Closing Sale Price” means, for any security as of any date, the last closing trade price for such security on the Eligible Market, as reported by Bloomberg, or, if the Eligible Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Bloomberg, or, if the Eligible Market is not the principal securities exchange or trading market for such security, the last trade price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing does not apply, the last trade price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no last trade price is reported for such security by Bloomberg, the average of the ask prices of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 14. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.

 

(d) “Convertible Securities” means any stock or other security (other than Options) that is at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares of Common Stock.

 

(e) “Eligible Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market.

 

(f) “Expiration Date” means the date that is five years from the Issuance Date, or, if such date falls on a day other than a Business Day or on which trading does not take place on the Eligible Market (a “Holiday”), the next date that is not a Holiday.

 

(g) Fundamental Transaction” means that (i) the Company or any of its Subsidiaries shall, directly or indirectly, in one or more related transactions, (A) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation) any other Person, or (B) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or assets to any other Person, or (C) allow any other Person to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares of Voting Stock of the Company held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (D) consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other Person whereby such other Person acquires more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares of Voting Stock of the Company held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination), or (E) (1) reorganize, recapitalize or reclassify the Common Stock, (2) effect or consummate a stock combination, reverse stock split or other similar transaction involving the Common Stock or (3) make any public announcement or disclosure with respect to any stock combination, reverse stock split or other similar transaction involving the Common Stock (including, without limitation, any public announcement or disclosure of (a) any potential, possible or actual stock combination, reverse stock split or other similar transaction involving the Common Stock or (b) board or stockholder approval thereof, or the intention of the Company to seek board or stockholder approval of any stock combination, reverse stock split or other similar transaction involving the Common Stock), or (ii) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Company.

 

12

 

 

(h) “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

 

(i) “Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose Common Stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

 

(j) “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof.

 

(k) “SEC” means the United States Securities and Exchange Commission.

 

(l) “Successor Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been entered into.

 

(m) “Trading Day” means any day on which the Common Stock is traded on the Eligible Market, or, if the Eligible Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder.

 

(n) “Voting Stock” of a Person means capital stock of such Person of the class or classes pursuant to which the holders thereof have the general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers or trustees of such Person (irrespective of whether or not at the time capital stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

 

13

 

 

(o) “FMV” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Eligible Market, the value shall be deemed to be the highest intra-day or closing price on any trading day on such Eligible Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)) during the five trading days preceding the exercise, (b) if OTCQB or OTCQX is not an Eligible Market, the value shall be deemed to be the highest intra-day or closing price on any trading day on the OTCQB or OTCQX on which the Common Stock is then quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)) during the five trading days preceding the exercise, as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the “OTC Markets Group”, the value shall be deemed to be the highest intra-day or closing price on any trading day on the Pink Sheets on which the Common Stock is then quoted as reported by OTC Markets Group (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)) during the five trading days preceding the exercise, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

 

[signature page follows]

 

14

 

 

IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.

 

Unifoil Holdings, Inc.  
     
By: /s/ Joseph Funicelli 
Name:  Joseph Funicelli  
Title: CEO  

 

15

 

 

EXHIBIT A

 

EXERCISE NOTICE

 

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT TO PURCHASE COMMON STOCK

 

UNIFOIL HOLDINGS, INC.

 

The undersigned holder hereby exercises the right to purchase                                         Common Stock (“Warrant Shares”) of Unifoil Holdings, Inc., a New Jersey corporation (the “Company”), evidenced by Warrant to Purchase Common Stock No.                      (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

 

1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:

 

___________________ a “Cash Exercise” with respect to ________________________
  Warrant Shares; and/or  
     
___________________ a “Cashless Exercise” with respect to ________________________
  Warrant Shares.  

 

In the event that the Holder has elected a Cashless Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder hereby represents and warrants that (i) this Exercise Notice was executed by the Holder on the date set forth below and (ii) if applicable, the FMV as of the date prior to the date of the Exercise Notice was $ _________.]

 

1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as a “Cash Exercise”.]

 

2. Payment of Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder shall pay the Aggregate Exercise Price in the sum of $__________ to the Company in accordance with the terms of the Warrant.

 

3. Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, ___________Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows:

 

☐ Check here if requesting delivery as a certificate to the following name and to the following address:

 

Issue to:

 
   
   

 

16

 

 

☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: 

 

DTC Participant:

 
 DTC Number: 
 Account Number: 

 

Date:_________, _____ 

   
Name of Registered Holder  

 

By:     
Name:     
Title:    
     
  Tax ID:_____________________  
  Facsimile:___________________  

 

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EXHIBIT B

 

ACKNOWLEDGMENT

 

The Company hereby acknowledges this Exercise Notice and hereby directs_______________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated ______, 20    , from the Company and acknowledged and agreed to by ____________.

 

  Unifoil Holdings, Inc.
     
  By:           
  Name:   
  Title:  

 

 

18

 

 EX-4.4 6 fs12023a3ex4-4_unifoilhold.htm FORM OF REPRESENTATIVE'S WARRANT

Exhibit 4.4

 

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2023 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD SECURITIES, LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) AN OFFICER, PARTNER, REGISTERED PERSON OR AFFILIATE OF BOUSTEAD SECURITIES, LLC.

 

COMMON STOCK PURCHASE WARRANT

 

For the Purchase of [●] Shares of Common Stock

of

Unifoil Holdings, Inc.

 

1. Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of [●] (“Holder”), as registered owner of this Purchase Warrant, to Unifoil Holdings, Inc., a New Jersey corporation (the “Company”), Holder is entitled, at any time or from time to time beginning [●], 2023 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [●], 20281 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares of common stock of the Company, par value $0.001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context.

 

2. Exercise.

 

2.1 Exercise Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or official bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire. Each exercise hereof shall be irrevocable.

 

2.2 Cashless Exercise. In lieu of exercising this Purchase Warrant by payment of cash or check payable to the order of the Company pursuant to Section 2.1 above, this Purchase Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

 

(A) = the FMV of one share of Common Stock;

 

 

1To be five years from the commencement of sales in the offering.

 

 

 

 

(B) = the Exercise Price of this Purchase Warrant, as adjusted hereunder; and

 

(X) = the number of shares of Common Stock underlying the Purchase Warrant that would be issuable upon exercise of this Purchase Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

 

If Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Shares shall take on the registered characteristics of the Purchase Warrants being exercised. The Company agrees not to take any position contrary to this Section 2.2.

 

Notwithstanding anything herein to the contrary, on the Expiration Date, this Purchase Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2.2.

 

“FMV” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the value shall be deemed to be the highest intra-day or closing price on any trading day on such Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (Eastern time) to 4:02 p.m. (Eastern time)) during the five trading days preceding the exercise, (b) if OTCQB or OTCQX is not a Trading Market, the value shall be deemed to be the highest intra-day or closing price on any trading day on the OTCQB or OTCQX on which the Common Stock is then quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (Eastern time) to 4:02 p.m. (Eastern time)) during the five trading days preceding the exercise, as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market operated by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the “OTC Markets Group,” the value shall be deemed to be the highest intra-day or closing price on any trading day on the Pink Sheets on which the Common Stock is then quoted as reported by OTC Markets Group (based on a trading day from 9:30 a.m. (Eastern time) to 4:02 p.m. (Eastern time)) during the five trading days preceding the exercise, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

 

“Trading Market” means The Nasdaq Capital Market, or any of the following other markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, The Nasdaq Global Market, The Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing).

 

2.3  Legend. Each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (the “Act”):

 

2

 

 

“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or applicable state law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law which, in the opinion of counsel to the Company, is available.”

 

2.4 Resale of Shares. Holder and the Company acknowledge that as of the date hereof the Staff of the Division of Corporation Finance of the SEC has published Compliance & Disclosure Interpretation 528.04 in the Securities Act Rules section thereof, stating that the holder of securities issued in connection with a public offering may not rely upon Rule 144 promulgated under the Act to establish an exemption from registration requirements under Section 4(a)(1) under the Act, but may nonetheless apply Rule 144 constructively for the resale of such shares in the following manner: (a) provided that six months has elapsed since the last sale under the registration statement, an underwriter or finder may resell the securities in accordance with the provisions of Rule 144(c), (e), and (f), except for the notice requirement; (b) a purchaser of the shares from an underwriter receives restricted securities unless the sale is made with an appropriate, current prospectus, or unless the sale is made pursuant to the conditions contained in (a) above; (c) a purchaser of the shares from an underwriter who receives restricted securities may include the underwriter’s holding period, provided that the underwriter or finder is not an affiliate of the issuer; and (d) if an underwriter transfers the shares to its employees, the employees may tack the firm’s holding period for purposes of Rule 144(d), but they must aggregate sales of the distributed shares with those of other employees, as well as those of the underwriter or finder, for a six-month period from the date of the transfer to the employees. Holder and the Company also acknowledge that the Staff of the Division of Corporation Finance of the SEC has advised in various no-action letters that the holding period associated with securities issued without registration to a service provider commences upon the completion of the services, which the Company agrees and acknowledges shall be the final closing of the Offering, and that Rule 144(d)(3)(ii) provides that securities acquired from the issuer solely in exchange for other securities of the same issuer shall be deemed to have been acquired at the same time as the securities surrendered for conversion (which the Company agrees is the date of the initial issuance of this Purchase Warrant). In the event that following a reasonably- timed written request by Holder to transfer the Shares in accordance with Compliance & Disclosure Interpretation 528.04 counsel for the Company in good faith concludes that Compliance & Disclosure Interpretation 528.04 no longer may be relied upon as a result of changes in applicable laws, regulations, or interpretations of the SEC Division of Corporation Finance, or as a result of judicial interpretations not known by the Company or its counsel on the date hereof (either, a “Registration Trigger Event"), then the Company shall promptly, and in any event within five (5) business days following the request, provide written notice to Holder of such determination. As a condition to giving such notice, the parties shall negotiate in good faith a single demand registration right pursuant to an agreement in customary form reasonably acceptable to the parties; provided that notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 2 shall terminate on the fifth anniversary of the Effective Date. In the absence of such conclusion by counsel for the Company, the Company shall, upon such a request of Holder given no earlier than six months after the final closing of the Offering, instruct its transfer agent to permit the transfer of such shares in accordance with Compliance & Disclosure Interpretation 528.04, provided that Holder has provided such documentation as shall be reasonably be requested by the Company to establish compliance with the conditions of Compliance & Disclosure Interpretation 528.04. Notwithstanding anything to the contrary, pursuant to FINRA Rule 5110(g)(8)(B)-(D), the Holder shall not be entitled to more than one demand registration right hereunder and the duration of the registration rights hereunder shall not exceed five years from the Effective Date.

 

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3. Transfer.

 

3.1 General Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder will not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant for a period of one hundred eighty (180) days following the Effective Date to anyone other than: (i) Boustead Securities, LLC (“Boustead”) or an underwriter, placement agent, or a selected dealer participating in the Offering, or (ii) an officer, partner, registered person or affiliate of Boustead or of any such underwriter, placement agent or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), or (b) cause this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction for a period of one hundred eighty (180) days following the Effective Date that would result in the effective economic disposition of this Purchase Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(e)(2). After 180 days after the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five (5) Business Days transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.

 

3.2  Restrictions Imposed by the Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) if required by applicable law, the Company has received the opinion of counsel for the Company that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established.

 

4. Piggyback Registration Rights.

 

4.1 Grant of Right. Whenever the Company proposes to register any shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a "Piggyback Registration"), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such shares in such Piggyback Registration) and all other shares of common stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of shares of common stock that the Company proposes to sell and (ii) second, the number of shares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period. The duration of the Piggyback Registration rights granted in this Section 4.1 shall not exceed more than seven (7) years from the Effective Date.

 

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4.2 Indemnification. The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other out-of-pocket expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify Boustead contained in the Underwriting Agreement between Boustead and the Company, dated as of [●], 2023. The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, in writing, for specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained in the Underwriting Agreement pursuant to which Boustead has agreed to indemnify the Company.

 

4.3  Exercise of Purchase Warrants. Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s) to exercise their Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.

 

4.4  Documents Delivered to Holders. The Company shall deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times, during normal business hours, as any such Holder shall reasonably request.

 

4.5  Underwriting Agreement. The Holders shall be parties to any underwriting agreement relating to a Piggyback Registration. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders, their Shares and the amount and nature of their ownership thereof and their intended methods of distribution.

 

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4.6  Documents to be Delivered by Holder(s). Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

 

4.7  Damages. Should the Company fail to comply with such provisions, the Holder(s) shall, in addition to any other legal or other relief available to the Holder(s), be entitled to obtain specific performance or other equitable (including injunctive) relief against the threatened breach of such provisions or the continuation of any such breach, without the necessity of proving actual damages and without the necessity of posting bond or other security.

 

5. New Purchase Warrants to be Issued.

5.1 Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.

 

5.2  Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, determined in the sole discretion of the Company, the Company shall execute and deliver a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.

 

6. Adjustments.

 

6.1 Adjustments to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant shall be subject to adjustment from time to time as hereinafter set forth:

 

6.1.1 Share Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares, and the Exercise Price shall be proportionately decreased.

 

6.1.2  Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares, and the Exercise Price shall be proportionately increased.

 

6.1.3  Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Shares, or in the case of any share reconstruction or amalgamation or consolidation or merger of the Company with or into another corporation (other than a consolidation or share reconstruction or amalgamation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also results in a change in Shares covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations, share reconstructions or amalgamations, or consolidations, sales or other transfers.

 

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6.1.4  Changes in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section 6.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated in the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation thereof.

 

6.2  Substitute Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation or merger of the Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation or merger which does not result in any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or share reconstruction or amalgamation, by a holder of the number of Shares of the Company for which such Purchase Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation or merger, sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 6. The above provision of this Section shall similarly apply to successive consolidations or share reconstructions or amalgamations or mergers.

 

6.3  Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest whole number of Shares or other securities, properties or rights.

 

7.  Reservation. The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance upon exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise Price therefor, in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder.

 

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8. Certain Notice Requirements.

 

8.1 Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall deliver to each Holder a copy of each notice relating to such events given to the other shareholders of the Company at the same time and in the same manner that such notice is given to the shareholders.

 

8.2  Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, or (ii) the Company shall offer to all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor.

 

8.3  Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the event causing the change and the method of calculating same.

 

8.4  Transmittal of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall be deemed to have been duly made when hand delivered, or mailed by express mail or private courier service: (i) if to the registered Holder of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to following address or to such other address as the Company may designate by notice to the Holders:

 

If to the Representative:

 

Boustead Securities, LLC

6 Venture, Suite 395

Irvine, California 92618

Attn:Mr. Keith Moore, CEO
Email:keith@boustead1828.com

 

With a copy (which shall not constitute notice) to:

 

Olshan Frome Wolosky LLP

1325 Avenue of the Americas, 15th Floor

New York, New York 10019

Attn:Spencer G. Feldman, Esq.
Email:sfeldman@olshanlaw.com

 

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If to the Company:

 

Unifoil Holdings, Inc.

12 Daniel Road East

Fairfield, New Jersey 07004

Attn:Mr. Joseph Funicelli, Chief Executive Officer
Email:jfunicelli@unifoil.com

 

With a copy (which shall not constitute notice) to:

 

Mitchell Silberberg & Knupp LLP

437 Madison Avenue, 25th Floor

New York, New York 10022

Attn:Andrea Cataneo, Esq.

Email: ajc@msk.com

 

9. Miscellaneous.

 

9.1 Amendments. The Company and Boustead may from time to time supplement or amend this Purchase Warrant without the approval of any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and Boustead may deem necessary or desirable and that the Company and Boustead deem shall not adversely affect the interest of the Holders. All other modifications or amendments shall require the written consent of and be signed by (i) the Company and (ii) the Holder(s) of Purchase Warrants then-exercisable for at least a majority of the Shares then-exercisable pursuant to all then-outstanding Purchase Warrants.

 

9.2  Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Purchase Warrant.

 

9.3.  Entire Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

 

9.4  Binding Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.

 

9.5  Governing Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced in the courts located in New York, New York, or in the United States District Court located in New York, New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

 

9.6  Waiver, etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

 

9.7  Exchange Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and Boustead enter into an agreement (“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.

 

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the _____ day of _______ 2023.

 

  Unifoil Holdings, Inc.
     
  By:   
    Name:           
    Title:  

 

[Signature Page to Common Stock Purchase Warrant]

 

 

 

 

[Form to be used to exercise Purchase Warrant]

 

Date: __________, 20___

 

The undersigned hereby elects irrevocably to exercise the Purchase Warrant for ______ shares of common stock, par value $0.001 per share (the “Shares”), of Unifoil Holdings, Inc., a New Jersey corporation (the “Company”), and hereby makes payment of $____ (at the rate of $____ per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been exercised.

 

or

 

The undersigned hereby elects irrevocably to convert its right to purchase ___ Shares of the Company under the Purchase Warrant for ______ Shares, as determined in accordance with the following formula:

 

dividing [(A-B) (X)] by (A), where:

 

(A) = the FMV;

 

(B) = the Exercise Price of this Purchase Warrant, as adjusted hereunder; and

 

(X) = the number of shares of Common Stock underlying the Purchase Warrant that would be issuable upon exercise of this Purchase Warrant in accordance with the terms of this Purchase Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

 

The undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company.

 

Please issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.

 

Signature                                                          

 

Signature Guaranteed                                       

 

 

 

 

INSTRUCTIONS FOR REGISTRATION OF SECURITIES

 

Name:    
  (Print in Block Letters)  
     
Address:    
     
     
     
     

 

NOTICE: The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange.

 

 

 

 

[Form to be used to assign Purchase Warrant]

 

ASSIGNMENT

 

(To be executed by the registered Holder to effect a transfer of the within Purchase Warrant):

 

FOR VALUE RECEIVED, __________________ does hereby sell, assign and transfer unto _________________________ the right to purchase shares of Common Stock, par value $0.001 per share, of Unifoil Holdings, Inc., a New Jersey corporation (the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right on the books of the Company.

 

Dated: __________, 20__

 

Signature                                                       

 

Signature Guaranteed                                    

 

NOTICE: The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange.

 

 

 

 

 

 

 EX-5.1 7 fs12023a3ex5-1_unifoilhold.htm LEGAL OPINION

Exhibit 5.1

 

 

 

Mitchell Silberberg & Knupp llp

A Law Partnership Including Professional Corporations

 

 

 

September 21, 2023

 

Unifoil Holdings, Inc.
12 Daniel Road East
Fairfield, New Jersey 07004

 

Ladies and Gentlemen:

 

We have acted as counsel to Unifoil Holdings, Inc., a New Jersey corporation (the “Company”), in connection with the filing by the Company of a Registration Statement (No. 333-272817) on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), including a related prospectus included in the Registration Statement (the “Prospectus”), covering an underwritten public offering of up to 3,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to be sold by the Company, including up to 3,450,000 shares of Common Stock that may be sold by the Company pursuant to the exercise of an option to purchase additional shares of Common Stock granted to the underwriters (the “Shares”).

 

In connection with this opinion, we have (i) examined and relied upon (a) the Registration Statement and the Prospectus, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the forms of the Company’s Nevada Articles of Incorporation and Bylaws, filed as Exhibits 3.7 and 3.8, respectively, to the Registration Statement, each of which is to be in effect prior to the closing of the offering contemplated by the Registration Statement, (d) the form of Underwriting Agreement in the form filed as Exhibit 1.1 to the Registration Statement (the “Underwriting Agreement”), (e) resolutions of the board of directors of the Company with respect to the issuance of the Shares and the Registration Statement and (f) such other records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below and (ii) assumed that the Shares will be sold at a price established by the board of directors of the Company or a duly authorized committee thereof.

 

We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents by all persons other than by the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

 

Our opinion is expressed only with respect to the laws of the State of New Jersey and Nevada. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

 

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that, when (i) the final Underwriting Agreement is duly executed and delivered by the parties thereto and (ii) the Registration Statement becomes effective under the Act, the Shares will have been duly authorized and will be validly issued, fully paid and non-assessable. 

 

This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we undertake no obligation or responsibility to update or supplement this letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

 

We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

 

Very truly yours,

 

/s/ Mitchell Silberberg & Knupp LLP

 EX-14.1 8 fs12023a3ex14-1_unifoilhold.htm CODE OF BUSINESS CONDUCT AND ETHICS

Exhibit 14.1

 

UNIFOIL HOLDINGS, INC.

 

Code of Business Conduct and Ethics

 

Introduction

 

Purpose and Scope

 

The Board of Directors of Unifoil Holdings, Inc. (the “Company”) established this Code of Business Conduct and Ethics (this “Code”) to aid the Company’s directors, officers and employees in making ethical and legal decisions when conducting the Company’s business and performing their day-to-day duties.

 

The Company’s Board of Directors (the “Board”) or a committee of the Board is responsible for administering the Code. The Board has delegated day-to-day responsibility for administering and interpreting the Code to a Compliance Officer. [   ], the Company’s [   ], has been appointed the Company’s Compliance Officer under this Code.

 

The Company expects its directors, officers and employees to exercise reasonable judgment when conducting the Company’s business. The Company encourages its directors, officers and employees to refer to this Code frequently to ensure that they are acting within both the letter and the spirit of this Code. The Company also understands that this Code will not contain the answer to every situation you may encounter or every concern you may have about conducting the Company’s business ethically and legally. In these situations, or if you otherwise have questions or concerns about this Code, the Company encourages each officer and employee to speak with his or her supervisor (if applicable) or, if you are uncomfortable doing that, with the Compliance Officer under this Code.

 

Contents of this Code

 

This Code has two sections which follow this Introduction. The first section, “Standards of Conduct,” contains the actual guidelines that our directors, officers and employees are expected to adhere to in the conduct of the Company’s business. The second section, “Compliance Procedures,” contains specific information about how this Code functions including who administers this Code, who can provide guidance under this Code and how violations may be reported, investigated and punished. This section also contains a discussion about waivers of and amendments to this Code.

 

A Note About Other Obligations

 

The Company’s directors, officers and employees generally have other legal and contractual obligations to the Company. This Code is not intended to reduce or limit the other obligations that you may have to the Company. Instead, the standards in this Code should be viewed as the minimum standards that the Company expects from its directors, officers and employees in the conduct of the Company’s business.

 

Standards of Conduct

 

Conflicts of Interest

 

The Company recognizes and respects the right of its directors, officers and employees to engage in outside activities which they may deem proper and desirable, provided that these activities do not impair or interfere with the performance of their duties to the Company or their ability to act in the Company’s best interests. In most, if not all, cases this will mean that our directors, officers and employees must avoid situations that present a potential or actual conflict between their personal interests and the Company’s interests.

 

 

 

 

A “conflict of interest” occurs when a director’s, officer’s or employee’s personal interest interferes with the Company’s interests. Conflicts of interest may arise in many situations. For example, conflicts of interest can arise when a director, officer or employee takes an action or has an outside interest, responsibility or obligation that may make it difficult for him or her to perform the responsibilities of his or her position objectively and/or effectively in the Company’s best interests. Conflicts of interest may also occur when a director, officer or employee or his or her immediate family member receives some personal benefit (whether improper or not) as a result of the director’s, officer’s or employee’s position with the Company. Each individual’s situation is different and in evaluating his or her own situation, a director, officer or employee will have to consider many factors.

 

Any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest should be reported promptly to the Compliance Officer. The Compliance Officer may notify the Board or a committee thereof as he or she deems appropriate. Actual or potential conflicts of interest involving a director or executive officer other than the Compliance Officer should be disclosed directly to the Compliance Officer. Actual or potential conflicts of interest involving the Compliance Officer should be disclosed directly to the Chief Executive Officer.

 

Compliance with Laws, Rules and Regulations

 

The Company seeks to conduct its business in compliance with applicable laws, rules and regulations. No director, officer or employee shall engage in any unlawful activity in conducting the Company’s business or in performing his or her day-to-day company duties, nor shall any director, officer or employee instruct others to do so.

 

Protection and Proper Use of the Company’s Assets

 

The Company’s assets include its intellectual property rights, Company equipment, physical servers, and communication facilities, among others. Loss, theft and misuse of the Company’s assets has a direct impact on the Company’s business and its profitability. Employees, officers and directors are expected to protect the Company’s assets that are entrusted to them and to protect the Company’s assets in general. Employees, officers and directors are also expected to take steps to ensure that the Company’s assets are used only for legitimate business purposes.

 

Corporate Opportunities

 

Employees, officers and directors owe a duty to the Company to advance its legitimate business interests when the opportunity to do so arises. Each employee, officer and director is prohibited from:

 

●diverting to himself or herself or to others any opportunities that are discovered through the use of the Company’s property or information or as a result of his or her position with the Company unless such opportunity has first been presented to, and rejected by, the Company;

 

●using the Company’s property or information or his or her position for improper personal gain; or

 

●competing with the Company.

 

2

 

 

Confidentiality

 

Confidential information generated and gathered in the Company’s business plays a vital role in the Company’s business, prospects and ability to compete. “Confidential information” includes all non-public information that might be of use to competitors or harmful to the Company or its customers if disclosed. Directors, officers and employees may not disclose or distribute the Company’s confidential information, except when disclosure is authorized by the Company or required by applicable law, rule or regulation or pursuant to an applicable legal proceeding. Directors, officers and employees shall use confidential information solely for legitimate company purposes. Directors, officers and employees must return all of the Company’s confidential and/or proprietary information in their possession to the Company when they cease to be employed by or to otherwise serve the Company.

 

Fair Dealing

 

Competing vigorously, yet lawfully, with competitors and establishing advantageous, but fair, business relationships with customers and suppliers is a part of the foundation for long-term success. However, unlawful and unethical conduct, which may lead to short-term gains, may damage a company’s reputation and long-term business prospects. Accordingly, it is the Company’s policy that directors, officers and employees must endeavor to deal ethically and lawfully with the Company’s collaborators, customers, suppliers, competitors and employees in all business dealings on the Company’s behalf. No director, officer or employee should take unfair advantage of another person in business dealings on the Company’s behalf through the abuse of privileged or confidential information or through improper manipulation, concealment or misrepresentation of material facts. Moreover, all directors, officers and employees must comply with the antitrust, unfair competition and trade regulation laws of the United States and all of the other countries in which the Company does business.

 

Accuracy of Records

 

The integrity, reliability and accuracy in all material respects of the Company’s books, records and financial statements is fundamental to the Company’s continued and future business success. No director, officer or employee may cause the Company to enter into a transaction with the intent to document or record it in a deceptive or unlawful manner. In addition, no director, officer or employee may create any false or artificial documentation or book entry for any transaction entered into by the Company. Similarly, officers and employees who have responsibility for accounting and financial reporting matters have a responsibility to accurately record all funds, assets and transactions on the Company’s books and records.

 

Quality of Public Disclosures

 

The Company is committed to providing its stockholders with complete and accurate information about its financial condition and results of operations as required by the securities laws of the United States. It is the Company’s policy that the reports and documents it files with or submits to the Securities and Exchange Commission, and its earnings releases and similar public communications made by the Company, include fair, timely and understandable disclosure. Officers and employees who are responsible for these filings and disclosures, including the Company’s principal executive, financial and accounting officers, must use reasonable judgment and perform their responsibilities honestly, ethically and objectively in order to ensure that this disclosure policy is fulfilled. The Company’s senior management are primarily responsible for monitoring the Company’s public disclosure.

 

Political Contributions/Gifts

 

Business contributions to political campaigns are strictly regulated by federal, state, provincial and local law in the U.S., Canada and other jurisdictions. Accordingly, all political contributions proposed to be made with the Company’s funds must be coordinated through and approved by the Compliance Officer. Directors, officers and employees may not, without the approval of the Compliance Officer, use any of the Company’s funds for political contributions of any kind to any political candidate or holder of any national, state, provincial or local government office. Directors, officers and employees may make personal contributions, but should not represent that he or she is making any such contribution on the Company’s behalf. Similar restrictions on political contributions may apply in other countries. Specific questions should be directed to the Compliance Officer.

 

3

 

 

Bribes, Kickbacks and Other Improper Payments

 

The Company does not permit or condone bribes, kickbacks or other improper payments, transfers or receipts. No director, officer or employee should offer, give, solicit or receive any money or other item of value for the purpose of obtaining, retaining or directing business or bestowing or receiving any kind of favored treatment. In particular, the U.S. Foreign Corrupt Practices Act (“FCPA”) prohibits any U.S. individual or business from authorizing, offering or paying money or anything of value, directly or indirectly, to any foreign official or employee, political party, or candidate for public office for the purpose of obtaining or maintaining business or for any other business advantage. Violation of the FCPA could subject the Company and its individual directors, officers and employees to serious fines and criminal penalties.

 

International Trade Controls

 

Many countries regulate international trade transactions, such as imports, exports and international financial transactions. In addition, the United States prohibits any cooperation with boycotts against countries friendly to the United States or against firms that may be “blacklisted” by certain groups or countries. It is the Company’s policy to comply with these laws and regulations even if it may result in the loss of some business opportunities. Employees should learn and understand the extent to which U.S. and international trade controls apply to transactions conducted by the Company.

 

Compliance Procedures

 

Communication of Code

 

All directors, officers and employees will be supplied with a copy of the Code upon the later of the Board’s adoption of the Code or beginning service at the Company. Updates of the Code will be provided from time to time. A copy of the Code is also available to all directors, officers and employees by requesting one from the human resources department or by accessing the Company’s website at [●].

 

Monitoring Compliance and Disciplinary Action

 

The Company’s management, under the supervision of its Board or a committee thereof or, in the case of accounting, internal accounting controls, auditing or securities law matters, the Audit Committee of the Board of Directors (the “Audit Committee”), shall take reasonable steps from time to time to (i) monitor compliance with the Code, and (ii) when appropriate, impose and enforce appropriate disciplinary measures for violations of the Code.

 

Disciplinary measures for violations of the Code will be determined in the Company’s sole discretion and may include, but are not limited to, counseling, oral or written reprimands, warnings, probation or suspension with or without pay, demotions, reductions in salary, termination of employment or service, and restitution.

 

4

 

 

The Company’s management shall periodically report to the Board or a committee thereof on these compliance efforts including, without limitation, periodic reporting of alleged violations of the Code and the actions taken with respect to any such violation.

 

Reporting Concerns/Receiving Advice

 

Communication Channels

 

Be Proactive. Every employee is encouraged to act proactively by asking questions, seeking guidance and reporting suspected violations of the Code and other policies and procedures of the Company, as well as any violation or suspected violation of applicable law, rule or regulation arising in the conduct of the Company’s business or occurring on the Company’s property. If any employee believes that actions have taken place, may be taking place, or may be about to take place that violate or would violate the Code or any law, rule or regulation applicable to the Company, he or she is obligated to bring the matter to the attention of the Company.

 

Seeking Guidance. The best starting point for an officer or employee seeking advice on ethics-related issues or reporting potential violations of the Code will usually be his or her supervisor. However, if the conduct in question involves his or her supervisor, if the employee has reported the conduct in question to his or her supervisor and does not believe that he or she has dealt with it properly, or if the officer or employee does not feel that he or she can discuss the matter with his or her supervisor, the employee may raise the matter with the Compliance Officer.

 

Communication Alternatives. Any officer or employee may communicate with the Compliance Officer, or report potential violations of the Code, by any of the following methods:

 

●By e-mail to [   ] (anonymity cannot be maintained); or

 

●In writing (which may be done anonymously as set forth below under “Anonymity”), addressed to the Compliance Officer, by U.S. mail to c/o Unifoil Holdings, Inc., [   ].

 

A report to law enforcement, regulatory, or administrative agencies may be made instead of, or in addition to, a report directly to the Company through any reporting method specified in the Code.

 

Reporting Accounting and Similar Concerns. Any concerns or questions regarding any potential violations of the Code, any company policy or procedure or applicable law, rules or regulations that involves accounting, internal accounting controls, auditing or securities law matters will be directed to the Audit Committee or a designee of the Audit Committee in accordance with the procedures established by the Audit Committee for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters. Officers and employees may also communicate directly with the Audit Committee or its designee regarding such matters by the following methods (which may be done anonymously as set forth below under “Anonymity”):

 

●By e-mail to [●] (anonymity cannot be maintained); or

 

●In writing (which may be done anonymously as set forth below under “Anonymity”), addressed to the Compliance Officer, by U.S. mail to c/o Unifoil Holdings, Inc., [   ].

 

Cooperation. Employees are expected to cooperate with the Company in any investigation of a potential violation of the Code, any other company policy or procedure, or any applicable law, rule or regulation.

 

5

 

 

Misuse of Reporting Channels. Employees must not use these reporting channels in bad faith or in a false or frivolous manner or to report grievances that do not involve the Code or other ethics-related issues.

 

Director Communications. In addition to the foregoing methods, a director may also communicate concerns or seek advice with respect to this Code by contacting the Board through its Chairperson or the Nominating and Governance Committee of the Company (the “Governance Committee”).

 

Anonymity

 

When reporting suspected violations of the Code, the Company prefers that officers and employees identify themselves to facilitate the Company’s ability to take appropriate steps to address the report, including conducting any appropriate investigation. However, the Company also recognizes that some people may feel more comfortable reporting a suspected violation anonymously.

 

If an officer or employee wishes to remain anonymous, he or she may do so, and the Company will use reasonable efforts to protect the confidentiality of the reporting person subject to applicable law, rule or regulation or to any applicable legal proceedings. In the event the report is made anonymously, however, the Company may not have sufficient information to look into or otherwise investigate or evaluate the allegations. Accordingly, persons who make reports anonymously should provide as much detail as is reasonably necessary to permit the Company to evaluate the matter(s) set forth in the anonymous report and, if appropriate, commence and conduct an appropriate investigation.

 

No Retaliation

 

The Company expressly forbids any retaliation against any officer or employee who, acting in good faith on the basis of a reasonable belief, reports suspected misconduct. Specifically, the Company will not discharge, demote, suspend, threaten, harass or in any other manner discriminate against, such an officer or employee in the terms and conditions of his or her employment. Any person who participates in any such retaliation is subject to disciplinary action, including termination.

 

Waivers and Amendments

 

No waiver of any provisions of the Code for the benefit of a director or an executive officer (which includes without limitation, for purposes of this Code, the Company’s principal executive, financial and accounting officers) shall be effective unless (i) approved by the Board or, if permitted, the Audit Committee, and (ii) if applicable, such waiver is promptly disclosed to the Company’s stockholders in accordance with applicable U.S. securities laws and/or the rules and regulations of the exchange or system on which the Company’s shares are traded or quoted, as the case may be.

 

Any waivers of the Code for other employees may be made by the Compliance Officer, the Board or, if permitted, the Governance Committee.

 

All amendments to the Code must be approved by the Board or the Governance Committee and, if applicable, must be promptly disclosed to the Company’s stockholders in accordance with applicable U.S. securities laws and the Stock Market Rules of the NYSE American LLC, as the case may be.

 

Adopted [●], 2023

 

 

6

 

 

 EX-23.1 9 fs12023a3ex23-1_unifoilhold.htm CONSENT OF URISH POPECK & CO., LLC

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

To the Board of Directors

Unifoil Holdings, Inc. and Subsidiary

Fairfield, NJ

 

We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated May 12, 2023, relating to the consolidated financial statements of Unifoil Holdings Inc. and Subsidiary, which is contained in the Prospectus.

 

We also consent to the reference to us under the caption “Experts” in the Prospectus.

 

/s/ Urish Popeck & Co., LLC

 

Pittsburgh, PA

 

September 21, 2023

 

 EX-99.1 10 fs12023a3ex99-1_unifoilhold.htm CONSENT OF DIRECTOR NOMINEE

Exhibit 99.1

 

CONSENT OF DIRECTOR NOMINEE

 

In accordance with Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a nominee to the board of directors of Unifoil Holdings, Inc. (the “Company”) in the Company’s Registration Statement on Form S-1 and in all amendments thereto, including post-effective amendments (the “Registration Statement”), in connection with the initial public offering of the Company’s common stock. The undersigned also consents to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.

 

/s/ Dennis Mehiel  
Name:  Dennis Mehiel  
Date: 09/19/2023  

 

 EX-99.2 11 fs12023a3ex99-2_unifoilhold.htm CONSENT OF DIRECTOR NOMINEE

Exhibit 99.2

 

CONSENT OF DIRECTOR NOMINEE

 

In accordance with Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a nominee to the board of directors of Unifoil Holdings, Inc. (the “Company”) in the Company’s Registration Statement on Form S-1 and in all amendments thereto, including post-effective amendments (the “Registration Statement”), in connection with the initial public offering of the Company’s common stock. The undersigned also consents to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.

 

/s/ Tejal Shah  
Name:  Tejal Shah  
Date: 09/19/2023  

 

 EX-99.3 12 fs12023a3ex99-3_unifoilhold.htm CONSENT OF DIRECTOR NOMINEE

Exhibit 99.3

 

CONSENT OF DIRECTOR NOMINEE

 

In accordance with Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a nominee to the board of directors of Unifoil Holdings, Inc. (the “Company”) in the Company’s Registration Statement on Form S-1 and in all amendments thereto, including post-effective amendments (the “Registration Statement”), in connection with the initial public offering of the Company’s common stock. The undersigned also consents to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.

 

/s/ Leslie J. Goldman  
Name:  Leslie J. Goldman  
Date: 09/19/2023  

 

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