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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization
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Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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The
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Large accelerated filer ☐
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Accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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PART III
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1
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|
Item 10.
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Directors, Executive Officers and Corporate Governance
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1
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Item 11.
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Executive Compensation
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7
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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10
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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12
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Item 14.
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Principal Accounting Fees and Services
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13
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PART IV
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13
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Item 15.
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Exhibits, Financial Statement Schedules
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13
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EXHIBIT INDEX
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||
SIGNATURES
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16
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Item 10.
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Directors, Executive Officers, and Corporate Governance
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Name of Director
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Age
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Director Since
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Position with
the Company |
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Paul B. Becker
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61
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2021
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Director
|
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G. James Benoit Jr.
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51
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2021
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Director, CEO and Chairman
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James C. DiPaula, Jr.
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61
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2021
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Director
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|||
Jack L. Johnson, Jr.
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66
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2021
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Director
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|||
William H. Pickle
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73
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2015
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Director
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|||
Donald J. Tringali
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65
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2021
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Director
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|||
Bonnie K. Wachtel
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67
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1992
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Director
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Name of Executive Officer
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Age
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Position With Company
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||
G. James Benoit, Jr.
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51
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Chief Executive Officer and Chairman
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||
Timothy G. Hannon
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59
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Chief Financial Officer
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(i)
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the name, age, business address, and residence address of each nominee proposed in such notice;
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(ii)
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the principal occupation or employment of each such nominee;
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(iii)
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the class and number of shares of capital stock of the Company which are owned of record and beneficially by each such nominee (if any);
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(iv)
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such other information concerning each such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved) or that is otherwise required to be disclosed, under Section 14(a) of the Exchange Act;
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(v)
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a written questionnaire with respect to the background and qualification of such proposed nominee (which questionnaire shall be provided by the Secretary upon written request) and a written statement and agreement executed by each such nominee acknowledging that such person:
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(A)
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consents to being named in the Company's proxy statement as a nominee and to serving as a director if elected,
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(B)
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intends to serve as a director for the full term for which such person is standing for election, and
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(vi)
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as to the Proposing Stockholder:
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(A)
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the name and address of the Proposing Stockholder as they appear on the Company’s books and of the beneficial owner, if any, on whose behalf the nomination is being made,
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(B)
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the class and number of shares of the Company which are owned by the stockholder (beneficially and of record) and owned by the beneficial owner, if any, on whose behalf the nomination is being made, as of the date of the Proposing Stockholder's notice, and a representation that the Proposing Stockholder will notify the Company in writing of the class and number of such shares owned of record and beneficially as of the record date for the meeting within five business days after the record date for such meeting,
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(C)
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a description of any agreement, arrangement, or understanding with respect to such nomination between or among the Proposing Stockholder or the beneficial owner, if any, on whose behalf the nomination is being made and any of their affiliates or associates, and any others (including their names) acting in concert with any of the foregoing, and a representation that the Proposing Stockholder will notify the Company in writing of any such agreement, arrangement, or understanding in effect as of the record date for the meeting within five business days after the record date for such meeting,
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(D)
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a description of any agreement, arrangement, or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the Proposing Stockholder's notice by, or on behalf of, the Proposing Stockholder or the beneficial owner, if any, on whose behalf the nomination is being made and any of their affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of such person or any of their affiliates or associates with respect to shares of stock of the Corporation, and a representation that the Proposing Stockholder will notify the Company in writing of any such agreement, arrangement, or understanding in effect as of the record date for the meeting within five business days after the record date for such meeting,
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(E)
|
representation that the Proposing Stockholder is a holder of record of shares of the Company entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, and
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(F)
|
a representation whether the Proposing Stockholder intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation's outstanding capital stock required to approve the nomination and/or otherwise to solicit proxies from stockholders in support of the nomination.
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Item 11.
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Executive Compensation
|
Name and principal
position (a) |
Year
(b) |
Salary1
($) (c) |
Bonus
($) (d) |
Option
awards2 ($) (f) |
All other
compensation3 ($) (i) |
Total
($) (j) |
|||||||||||||||
G. James Benoit Jr.
|
2022
|
181,311 | - | 115,200 | 2,681 | 299,192 | |||||||||||||||
Chief Executive Officer
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2021
|
18,833 | 14,323 | 1,614,500 | 477 | 1,648,133 | |||||||||||||||
Timothy G. Hannon
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2022
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250,313 | - | 537,050 | 5,050 | 792,413 | |||||||||||||||
Chief Financial Officer
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2021
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43,636 | - | 42,500 | - | 86,136 |
1 | During 2022 Mr. Benoit and Mr. Hannon elected to forego portions of their salaries and received stock option awards instead. The salary amounts foregone and included in column (c) for Mr. Benoit was $89,870 and for Mr. Hannon was $25,000. Mr. Benoit and Mr. Hannon were granted 360,000 stock options and 40,000 stock options, respectively, on November 21, 2022. See note 2 below for further details on these grants. |
2 |
Assumptions used to determine the fair value of option awards in column (f) can be found in Note 12 to our financial statements.
|
The vesting of all option awards granted to executive officers in 2022 and 2021 are subject only to the term of service.
The 2022 option award for Mr. Benoit represents an award of 360,000 options on November 21, 2022, exercisable at $0.86 per share with 120,000 shares exercisable on each of November 21, 2023, 2024 and 2025, and expiring on November 21, 2032. The 2021 option awards for Mr. Benoit represent an award of 30,000 options on August 26, 2021, exercisable at $2.80 per share on August 26, 2024, and expiring on August 26, 2026, and an award of 1,000,000 options on December 30, 2021, immediately exercisable at $4.89 per share, and expiring on December 30, 2026.
The 2022 option awards for Mr. Hannon represent an award of 250,000 shares on March 22, 2022 exercisable at $4.99 per share with 75,000 shares exercisable on each of March 22, 2023, 2024 and 2025, and expiring on March 22, 2032 and an award of 40,000 options on November 21, 2022, exercisable at $0.86 per share with approximately 13,333 shares exercisable on each of November 21, 2023, 2024 and 2025, and expiring on November 21, 2032. The 2021 option award for Mr. Hannon represents an award of 25,000 options on December 30, 2021, at $4.89 per share, with 12,500 exercisable on December 30, 2022, and 12,500 exercisable on December 30, 2023, and expiring December 30, 2026.
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3 | Amounts in column (i) are for employer matching contributions to each individual’s 401(k) defined contribution account under our company-wide 401(k) Pension and Profit-Sharing Plan. |
Name
(a) |
Number of
securities underlying unexercised options (#) exercisable (b) |
Number of
securities underlying unexercised options (#) unexercisable (c) |
Option
exercise price ($) (e) |
Option
expiration date (f) |
|||||||||
G. James Benoit Jr.
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- | 360,000 | (1) | $ | 0.86 |
11/21/32
|
|||||||
G. James Benoit Jr.
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- | 30,000 | (2) | $ | 2.80 |
08/26/26
|
|||||||
G. James Benoit Jr.
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1,000,000 | - | $ | 4.89 |
12/30/26
|
||||||||
Timothy G. Hannon
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- | 40,000 | (1) | $ | 0.86 |
11/21/32
|
|||||||
Timothy G. Hannon
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12,500 | 12,500 | (3) | $ | 4.89 |
12/30/26
|
|||||||
Timothy G. Hannon
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- | 225,000 | (4) | $ | 4.99 |
03/22/32
|
(1)
|
One third vests on each of November 21, 2023, 2024 and 2025.
|
(2)
|
Vests on August 26, 2024.
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(3)
|
Vests on December 30, 2023.
|
(4)
|
75,000 shares vest on each of March 22, 2024 and 2025.
|
Name
|
Fees
earned or paid in cash ($) (b) |
Stock
Awards ($) (c) |
Option
Awards ($) (d) |
Non-equity
incentive plan compen-sation ($) (e) |
Non-
qualified deferred
compen- sation ($) (f) |
All Other
Compen- sation ($) (g) |
Total
($) (h) |
|||||||||||||||||||||
Paul B. Becker1
|
22,500 | - | 2,300 | - | - | - | 24,800 | |||||||||||||||||||||
James C. DiPaula, Jr.2
|
22,500 | - | - | - | - | - | 22,500 | |||||||||||||||||||||
Jack L. Johnson, Jr.3
|
30,000 | - | - | - | - | - | 30,000 | |||||||||||||||||||||
William H. Pickle4
|
22,500 | - | 2,300 | - | - | - | 24,800 | |||||||||||||||||||||
Linda L. Singh5
|
13,750 | - | 24,000 | - | - | - | 37,750 | |||||||||||||||||||||
Donald J. Tringali6
|
30,000 | - | - | - | - | - | 30,000 | |||||||||||||||||||||
Bonnie K. Wachtel7
|
30,000 | - | - | - | - | - | 30,000 | |||||||||||||||||||||
Mark T. Krial8
|
18,100 | - | - | - | - | - | 18,100 |
1
|
Had an aggregate amount of 60,000 options outstanding at December 31, 2022.
|
2
|
Had an aggregate amount of 50,000 options outstanding at December 31, 2022.
|
3
|
Had an aggregate amount of 70,000 options outstanding at December 31, 2022.
|
4
|
Had an aggregate amount of 100,000 options outstanding at December 31, 2022.
|
5
|
Had an aggregate amount of 50,000 options outstanding at December 31, 2022. Resigned as a director effective March 20, 2023.
|
6
|
Had an aggregate amount of 80,000 options outstanding at December 31, 2022.
|
7 | Had an aggregate amount of 90,000 options outstanding at December 31, 2022. |
8 |
Completed term as a director effective September 13, 2022.
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Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Number of
securities to be issued upon exercise of outstanding options, warrants, and rights |
Weighted average
exercise price of Outstanding
options, warrants, and rights |
Number of
securities remaining available for future issuance |
||||||||||
Equity compensation plans approved by security holders1,2,3
|
4,552,500 | $ | 3.21 | 1,458,000 | ||||||||
Equity compensation plans not approved by security holders
|
- | - | - | |||||||||
Total
|
4,552,500 | $ | 3.21 | 1,458,000 |
1
|
The Company’s 2021 Stock Incentive Plan was approved by the Company’s stockholders on December 2, 2021, has an effective date of October 11, 2021, and expires on October 11, 2031 (the “2021 Plan”). The 2021 Plan provides for the granting of equity awards to employees and directors. The maximum number of shares for which equity awards may be granted under the 2021 Plan is 5,000,000. Options granted under the 2021 Plan expire no later than ten years from the date of grant or 90 days after employment ceases, whichever comes first, and vest over periods determined by the Board of Directors
|
2
|
The Company’s 2016 Stock Incentive Plan was approved by the Company’s stockholders on June 1, 2016, has an effective date of April 4, 2016, and expires on April 4, 2026 (the “2016 Plan”). The 2016 Plan provides for the granting of equity awards to employees and directors. The maximum number of shares for which equity awards may be granted under the 2016 Plan is 1,000,000. Options granted under the 2016 Plan expire no later than ten years from the date of grant or 90 days after employment ceases, whichever comes first, and vest over periods determined by the Board of Directors.
|
3
|
The Company’s 2006 Stock Incentive Plan was approved by the Company’s shareholders on May 18, 2006, has an effective date of April 12, 2006, and expired April 12, 2016. The 2006 Plan provided for the granting of equity awards to key employees, including officers and directors. The maximum number of shares for which equity awards could be granted under the 2006 Plan was 1,950,000. Options under the 2006 Plan expire no later than ten years from the date of grant or after prescribed periods of time after employment ceases, whichever comes first, and vested over periods determined by the Board of Directors.
|
Name and Address of Beneficial Owner
|
Amount and
Nature of Beneficial Ownership |
Percent Of
Class(1) |
||||||
Joseph P. Daly
|
1,578,200 | (2) | 8.2 | % |
Name and Address of Beneficial Owner (3)
|
Amount and Nature of
Beneficial Ownership |
Percent Of
Class(1) |
||||||
G. James Benoit, Jr., Chairman, Director, Chief Executive Officer
|
3,409,110 | (4) | 16.1 | |||||
Timothy G. Hannon, Chief Financial Officer
|
87,500 | (5) | * | |||||
Paul B. Becker, Director
|
25,000 | (6) | * | |||||
James C. DiPaula, Jr., Director
|
584,651 | (7) | 3.0 | |||||
Jack L. Johnson, Jr., Director
|
135,000 | (8) | * | |||||
William H. Pickle, Director
|
306,405 | (9) | 1.6 | |||||
Donald J. Tringali, Director
|
95,000 | (10) | * | |||||
Bonnie K. Wachtel, Director
|
323,800 | (11) | 1.7 | |||||
All directors and executive officers as a group | 4,966.466 | 23.0 |
*
|
Beneficial Ownership represents less than 1% of the class of shares.
|
(1)
|
The foregoing percentages are based on the number of shares of our common stock outstanding as of March 31, 2023, of 19,340,548, and for each beneficial owner and all directors and officers as a group includes all options and warrants exercisable within 60 days of March 31, 2023.
|
(2)
|
The address of Joseph P. Daly is 497 Circle Freeway, Cincinnati, OH 45246. This information was obtained solely from a Schedule 13D/A filed with the SEC on November 21, 2022. Mr. Daly owns 408,200 shares directly and 1,170,000 through EssigPR Inc.
|
(3)
|
The address of record for all directors and executive officers is care of the Company at 12015 Lee Jackson Memorial Hwy, Ste 210, Fairfax VA 22033.
|
(4)
|
Includes 1,000,000 shares issuable upon the exercise of options and 750,000 shares issuable upon the exercise of warrants to purchase common stock.
|
(5)
|
Includes 87,500 shares issuable upon the exercise of options.
|
(6)
|
Includes 25,000 shares issuable upon the exercise of options.
|
(7)
|
Includes 25,000 shares issuable upon the exercise of options and 58,553 shares issuable upon the exercise of warrants to purchase common stock.
|
(8)
|
Includes 45,000 shares issuable upon the exercise of options and 35,000 shares issuable upon the exercise of warrants to purchase common stock.
|
(9)
|
Includes 65,000 shares issuable upon the exercise of options and 68,290 shares issuable upon the exercise of warrants to purchase common stock.
|
(10)
|
Includes 45,000 shares issuable upon the exercise of options and 25,000 shares issuable upon the exercise of warrants to purchase common stock.
|
(11)
|
Includes 65,000 shares issuable upon the exercise of options and 25,000 shares issuable upon the exercise of warrants to purchase common stock.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services (
|
Fee Category
|
2022 Fees
|
2021 Fees
|
||||||
Audit Fees
|
$ | 313,400 | $ | 261,034 | ||||
Tax Fees
|
61,018 | 5,205 | ||||||
Total Fees and Services
|
$ | 374,418 | $ | 266,239 |
Item 15.
|
Exhibits, Financial Statement Schedules
|
(1) |
Financial Statements and schedules
|
No financial statement or supplemental data are filed with this report on Form 10-K/A. See Index to Financial Statements and Supplemental Data of the Original Form 10-K. |
(2) | Exhibits |
The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this report and such Exhibit Index is incorporated herein by reference. |
31.3*
|
|
31.4*
|
|
104*
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS)
|
*
|
Filed herewith.
|
|
WaveDancer, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ G. James Benoit
|
|
|
|
G. James Benoit, Chief Executive Officer
|
|
|
|
April 28, 2023
|
|
Signature
|
Title
|
Date
|
|||
By: |
/s/G. James Benoit
|
Chief Executive Officer
|
April 28, 2023
|
||
G. James Benoit | |||||
By: |
/s/Timothy G. Hannon
|
Chief Financial Officer
|
April 28, 2023
|
||
Timothy G. Hannon | |||||
By: |
/s/Paul B. Becker
|
Director
|
April 28, 2023
|
||
Paul B. Becker | |||||
By: |
/s/James C. DiPaula, Jr.
|
Director
|
April 28, 2023
|
||
James C. DiPaula, Jr. | |||||
By: |
/s/Jack L. Johnson, Jr.
|
Director
|
April 28, 2023
|
||
Jack L. Johnson, Jr. | |||||
By: |
/s/William Pickle
|
Director
|
April 28, 2023
|
||
William Pickle | |||||
By: |
/s/Donald J. Tringali
|
Director
|
April 28, 2023
|
||
Donald J. Tringali | |||||
By: |
/s/Bonnie K Wachtel
|
Director
|
April 28, 2023
|
||
Bonnie K. Wachtel |
Exhibit 31.3
CERTIFICATION PURSUANT TO
RULES 13a-14(a) and 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, G. James Benoit, Jr., certify that:
1. | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of WaveDancer, Inc.; and |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Dated: April 28, 2023
/s/ G. James Benoit, Jr. | |
G. James Benoit, Jr. Chief Executive Officer |
Exhibit 31.4
CERTIFICATION PURSUANT TO
RULES 13a-14(a) and 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Timothy G. Hannon, certify that:
1. |
I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of WaveDancer, Inc.; and |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Dated: April 28, 2023
/s/ Timothy G. Hannon |
|
Timothy G. Hannon Chief Financial Officer |
Document And Entity Information - USD ($) |
Dec. 31, 2022 |
Mar. 31, 2023 |
Jun. 30, 2022 |
---|---|---|---|
Document Information [Line Items] | |||
Entity, Registrant Name | WAVEDANCER, INC. | ||
Document, Type | 10-K/A | ||
Document, Annual Report | true | ||
Document, Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document, Fiscal Period Focus | FY | ||
Document, Fiscal Year Focus | 2022 | ||
Document, Transition Report | false | ||
Entity, File Number | 001-41092 | ||
Entity, Incorporation, State or Country Code | DE | ||
Entity, Tax Identification Number | 54-1167364 | ||
Entity, Address, Address Line One | 12015 Lee Jackson Memorial Highway Ste 210 | ||
Entity, Address, City or Town | Fairfax | ||
Entity, Address, State or Province | VA | ||
Entity, Address, Postal Zip Code | 22033 | ||
City Area Code | 703 | ||
Local Phone Number | 383-3000 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | WAVD | ||
Security Exchange Name | NASDAQ | ||
Entity, Well-known Seasoned Issuer | No | ||
Entity, Voluntary Filers | No | ||
Entity, Current Reporting Status | Yes | ||
Entity, Interactive Data, Current | Yes | ||
Entity, Filer Category | Non-accelerated Filer | ||
Entity, Small Business | true | ||
Entity, Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity, Shell Company | false | ||
Entity, Public Float | $ 20,442,174 | ||
Entity, Common Stock Shares, Outstanding | 19,340,548 | ||
Amendment Description | This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K (the “Form 10-K”) of WaveDancer, Inc. (the “Company”) for the fiscal year ended December 31, 2022 (the “2022 Fiscal Year”), as filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2023. The Company is filing this Amendment to amend Part III of the Form 10-K to include the information required by and not included in Part III of the Form 10-K because the Company does not intend to file its definitive proxy statement within 120 days of the end of the 2022 Fiscal Year. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment also contains new certifications by the principal executive officer and the principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15 of Part IV is amended to include the currently dated certifications as exhibits. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Except as described above, no other changes have been made to the Form 10-K. The Form 10-K continues to speak as of the date of the Form 10-K, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Form 10-K other than as expressly indicated in this Amendment. | ||
Auditor Name | CohnReznick LLP | ||
Auditor Location | Tysons, Virginia | ||
Auditor Firm ID | 596 | ||
Amendment Flag | true | ||
Entity, Central Index Key | 0000803578 |
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