Item 9A. Controls and Procedures
Item
9A. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
Our
management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of
our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31,
2021, the end of the year covered by this Annual Report. Based on this evaluation, our principal executive officer and principal
financial officer concluded that, as of December 31, 2021, our disclosure controls and procedures were not effective
due to the newly identified material weakness described below. We believe that a disclosure controls system, no matter
how well designed and operated, cannot provide absolute assurance that the objectives of the disclosure controls system are met, and
no evaluation of disclosure controls can provide absolute assurance that all disclosure control issues, if any, within a company have
been detected.
Management’s
Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed under the supervision
and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes
in accordance with accounting principles generally accepted in the United States of America.
As
of December 31, 2021, our management assessed the effectiveness of our internal control over financial reporting using the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Based on the
material weakness described below, our management concluded that as of December 31, 2021, our internal control over financial
reporting was not effective.
Description
of Material Weakness
In
connection with the audit of our financial statements as of and for the year ended December 31, 2021, our management
and registered independent public accounting firm identified a material weakness in our internal control over financial reporting
related to the lack of accounting department resources and/or policies and procedures to ensure recording and disclosure of items in
compliance with U.S. GAAP. This material weakness resulted in adjustments to our warrant valuations.
We have evaluated and implemented
additional procedures in order to remediate this material weakness, i ncluding utilizing
external consulting resources with experience and expertise in U.S. GAAP and public company accounting and reporting requirements to
assist management with its accounting and reporting of complex and/or non-recurring transactions and related disclosures. H owever,
we cannot assure you that these or other measures will fully remediate the material weakness in a timely manner. Notwithstanding
the identified material weakness, our management believes that (the indicated adjustments having been made) the consolidated financial
statements included in this report fairly represent in all material respects our financial condition, results of operations and cash
flows at and for the periods presented in accordance with U.S. GAAP.
In response to this material
weakness, we continue to take a number of remediation steps to enhance our internal controls, including implementing additional procedures and utilizing
external consulting resources with experience and expertise in U.S. GAAP and public company accounting and reporting requirements to
assist management with its accounting and reporting of complex and/or non-recurring transactions and related disclosures.
Changes in Internal Control over Financial
Reporting
Other than as described above, there were no changes in our internal
control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange
Act during the quarter ended December 31, 2021 that materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Limitation
on Effectiveness of Controls
In
designing and evaluating our controls and procedures, management recognized that any controls and procedures, no matter how well designed
and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. No evaluation of internal
control can provide absolute assurance that all internal control issues and instances of fraud, if any, within a company are detected.
In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. There are inherent limitations to the effectiveness of any system of disclosure controls
and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. In addition,
the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may
become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because
of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Item
9B. Other Information.
None.
Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not
applicable.
62
PART
III
Item
10. Directors, Executive Officers and Corporate Governance.
We
have adopted a code of business conduct and ethics, which we refer to as the Code of Ethics. Our Code of Ethics is designed to meet the
requirements of Section 406 of Regulation S-K and the rules promulgated thereunder. We will promptly disclose on our website (i) the
nature of any amendment to this Code of Ethics that applies to any covered person, and (ii) the nature of any waiver, including an implicit
waiver, from a provision of this Code of Ethics that is granted to one of the covered persons. The Code of Ethics is available on our
website at www.qualigeninc.com under the Investors section of the website. However, the information contained on or accessed through
our website does not constitute part of this Annual Report, and references to our website address in this Annual Report are inactive
textual references only.
The
other information required by this item will be set forth in the sections of our proxy statement for the 2022 annual meeting
of stockholders (the “Proxy Statement”) titled “Board of Directors and Corporate Governance –The Board
of Directors in General,” “Executive Officers,” and “Board of Directors and Corporate Governance – Committees
of the Board of Directors – Audit Committee” (or similarly titled sections), or an amendment to this Annual Report on
Form 10-K (this “Annual Report”), and is incorporated herein by reference. The Proxy Statement will be filed with
the SEC not later than 120 days after the close of our fiscal year ended December 31, 2021.
Item
11. Executive Compensation.
The
information required by this item will be set forth in the section of our Proxy Statement titled “Executive and Director
Compensation” (or a similarly titled section), or in an amendment to this Annual Report, and is incorporated herein by reference.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The
information required by this item will be set forth in the sections of our Proxy Statement titled “Equity Compensation
Plans” and “Ownership of the Company – Security Ownership of Certain Beneficial Owners and Management” (or similarly
titled sections), or in an amendment to this Annual Report, and is incorporated herein by reference.
Item
13. Certain Relationships and Related Transactions, and Director Independence.
The
information required by this item will be set forth in the sections of our Proxy Statement titled “Board of Directors
and Corporate Governance – Certain Relationships and Related Party Transactions” and “- Director Independence”
(or similarly titled sections), or in an amendment to this Annual Report, and is incorporated herein by reference.
Item
14. Principal Accounting Fees and Services.
The
information required by this item will be set forth in the section of our Proxy Statement titled “Relationship with Independent
Registered Public Accounting Firm – Fees and Services of Baker Tilly US, LLP” (or a similarly titled section), or
in an amendment to this Annual Report, and is incorporated herein by reference.
63
PART
IV
Item
15. Exhibits and Financial Statement Schedules
(a)
The following documents are filed as part of this Annual Report:
1.
Financial Statements. The following documents are included in Part II, Item 8 of this Annual Report and are incorporated by reference
herein:
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 23 )
35
Financial
Statements:
Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020
36
Consolidated Statements of Operations for the Year Ended December 31, 2021 and Nine Months Ended December 31, 2020
37
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Year Ended December 31, 2021 and Nine Months Ended December 31, 2020
38
Consolidated Statements of Cash Flows for the Year Ended December 31, 2021 and Nine Months Ended December 31, 2020
39
Notes to Consolidated Financial Statements
40
2.
Financial Statement Schedules. Financial statement schedules have been omitted because they are not required or are not applicable,
or the required information is shown in the consolidated financial statements or notes thereto.
3.
Exhibits. See EXHIBIT INDEX
EXHIBIT
INDEX
Exhibit
No.
Description
Form
File
No.
Exhibit
Filing
Date
2.1
Agreement and Plan of Merger, among Ritter Pharmaceuticals, Inc., RPG28 Merger Sub, Inc. and Qualigen, Inc., dated January 15, 2020
8-K
001-37428
2.1
1/21/2020
2.2
Amendment No. 1 to Agreement and Plan of Merger among Ritter Pharmaceuticals, Inc., RPG28 Merger Sub, Inc. and Qualigen, Inc., dated February 1, 2020
S-4
333-236235
Annex
B
4/6/2020
2.3
Amendment No. 2 to Agreement and Plan of Merger among Ritter Pharmaceuticals, Inc., RPG28 Merger Sub, Inc. and Qualigen, Inc., dated March 26, 2020
S-4
333-236235
Annex
C
4/6/2020
2.4
Contingent Value Rights Agreement, dated May 22, 2020, among the Company, John Beck in the capacity of CVR Holders’ Representative and Andrew J. Ritter in his capacity as a consultant to the Company.
8-K
001-37428
2.4
5/29/2020
3.1
Amended and Restated Certificate of Incorporation of Ritter Pharmaceuticals, Inc.
8-K
001-37428
3.1
7/1/2015
3.2
Certificate of Amendment to the Amended and Restated Certificate of Incorporation
8-K
001-37428
3.1
9/15/2017
3.3
Certificate of Amendment to the Amended and Restated Certificate of Incorporation
8-K
001-37428
3.1
3/22/2018
3.4
Certificate of Designation of Preferences, Rights and Limitations of Series Alpha Preferred Stock of the Company, filed with the Delaware Secretary of State on May 20, 2020
8-K
001-37428
3.1
5/29/2020
3.5
Certificate of Amendment to the Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on May 22, 2020 [reverse stock split]
8-K
001-37428
3.2
5/29/2020
3.6
Certificate of Merger, filed with the Delaware Secretary of State on May 22, 2020
8-K
001-37428
3.3
5/29/2020
3.7
Certificate of Amendment to the Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on May 22, 2020
8-K
001-37428
3.4
5/29/2020
3.8
Amended and Restated Bylaws of the Company, as of August 10, 2021
8-K
001-37428
3.1
8/13/2021
3.9
Certificate of Designation of Preferences, Rights and Limitations of Series Alpha Preferred Stock of Qualigen, filed with the Delaware Secretary of State on May 22, 2020
8-K
001-37428
3.6
5/29/2020
4.1
Warrant Agency Agreement between Ritter Pharmaceuticals, Inc. and Corporate Stock Transfer, Inc. and Form of Warrant Certificate
8-K
001-37428
4.1
10/4/2017
64
4.2
First Amendment to Warrant Agency Agreement between Ritter Pharmaceuticals, Inc. and Corporate Stock Transfer, Inc.
8-K
001-37428
4.1
5/7/2018
4.3
Second Amendment to Warrant Agency Agreement between the Company and Equiniti Group plc, dated November 9, 2020
10-K
001-37428
4.3
3/31/2021
4.4
Warrant, issued by the Company in favor of Alpha Capital Anstalt, dated May 22, 2020
8-K
001-37428
10.13
5/29/2020
4.6
Form of Warrant, issued by the Company in favor of GreenBlock Capital LLC and its designees, dated May 22, 2020 [post-Merger]
8-K
001-37428
10.10
5/29/2020
4.7
Common Stock Purchase Warrant for 1,920,768 shares in favor of Alpha Capital Anstalt, dated July 10, 2020
8-K
001-37428
10.2
7/10/2020
4.8
Pre-Funded Common Stock Purchase Warrant for 1,920,768 shares in favor of Alpha Capital Anstalt, dated July 10, 2020
8-K
001-37428
10.3
7/10/2020
4.9
Common Stock Purchase Warrant for 1,287,829 shares in favor of Alpha Capital Anstalt, dated August 4, 2020
8-K
001-37428
10.3
8/4/2020
4.10
“Two-Year” Common Stock Purchase Warrant for 1,348,314 shares in favor of Alpha Capital Anstalt, dated December 18, 2020
8-K
001-37428
10.3
12/18/2020
4.11
“Deferred” Common Stock Purchase Warrant for 842,696 shares in favor of Alpha Capital Anstalt, dated December 18, 2020
8-K
001-37428
10.4
12/18/2020
4.12
“Prefunded” Common Stock Purchase Warrant for 1,000,000 shares in favor of Alpha Capital Anstalt, dated December 18, 2020
8-K
001-37428
10.5
12/18/2020
4.13
Form of liability classified Warrant to Purchase Common Stock (“exploding warrant”)
10-K
001-37428
4.13
3/31/2021
4.14
Form of “service provider” (non-”exploding”) compensatory equity classified Warrant
10-K
001-37428
4.14
3/31/2021
4.15
Description of Common Stock
10-K
001-37428
4.7
3/31/2020
10.1+
Executive Employment Agreement, by and between Qualigen, Inc. and Michael Poirier, dated as of February 1, 2017 and as amended on January 9, 2018
8-K
001-37428
10.1
5/29/2020
10.2+
Executive Employment Agreement, by and between Qualigen, Inc. and Christopher Lotz, dated as of February 1, 2017 and as amended on January 9, 2018
8-K
001-37428
10.1
5/29/2020
10.3+
Executive Employment Agreement, by and between Qualigen, Inc. and Shishir Sinha, dated as of February 1, 2017 and as amended on January 9, 2018
8-K
001-37428
10.1
5/29/2020
10.4+
2015 Equity Incentive Plan
S-8
333-207709
99.3
10/30/15
65
10.5+
Amendment to 2015 Equity Incentive Plan
8-K
001-37428
10.1
6/6/2016
10.6+
Second Amendment to 2015 Equity Incentive Plan
8-K
001-37428
10.1
6/6/2017
10.7+
Third Amendment to 2015 Equity Incentive Plan
8-K
001-37428
10.1
9/15/2017
10.8+
Form of Notice of Grant of Stock Option under the 2015 Equity Incentive Plan
S-8
333-207709
99.4
10/30/15
10.9+
2020 Stock Equity Incentive Plan
S-4/A
333-236235
Annex
G
4/6/2020
10.10+
Standard template of Stock Option Agreement for use under 2020 Stock Incentive Plan
8-K
001-37428
10.1
6/11/2020
10.11
Amended and Restated Common Stock Purchase Agreement, between Ritter Pharmaceuticals, Inc. and Aspire Capital Fund, LLC, dated July 23, 2019
8-K
001-37428
10.1
7/24/2019
10.12
Form of Agreement to Exchange Warrants
8-K
001-37428
10.1
2/21/2020
10.13
Consulting Agreement, by and between Qualigen, Inc. and GreenBlock Capital LLC, dated as of August 22, 2018
8-K
001-37428
10.6
5/29/2020
10.14
Amendment to Consulting Agreement, by and between Qualigen, Inc. and GreenBlock Capital LLC, dated as of March 6, 2020
8-K
001-37428
10.7
5/29/2020
10.15
Amendment No. 2 to Consulting Agreement, between Qualigen, Inc. and GreenBlock Capital LLC, dated as of May 3, 2020
8-K
001-37428
10.8
5/29/2020
10.16
Securities Purchase Agreement, between Qualigen, Inc. and Alpha Capital Anstalt, dated May 20, 2020
8-K
001-37428
10.11
5/29/2020
10.17+
Notice of Grant of Stock Option / Stock Option Agreement, between the Company and Andrew J. Ritter, dated as of May 18, 2020
8-K
001-37428
10.14
5/29/2020
10.18+
Notice of Grant of Stock Option / Stock Option Agreement, between the Company and Ira E. Ritter, dated as of May 18, 2020
8-K
001-37428
10.15
5/29/2020
10.19+
Notice of Grant of Stock Option / Stock Option Agreement, between the Company and John Beck, dated as of May 18, 2020
8-K
001-37428
10.16
5/29/2020
10.20
Consulting Agreement, between the Company and Andrew J. Ritter, dated as of May 22, 2020
8-K
001-37428
10.17
5/29/2020
10.21
Consulting Agreement, between the Company and Stonehenge Partners, LLC, dated as of May 22, 2020
8-K
001-37428
10.18
5/29/2020
10.22
Consulting Agreement, between the Company and CFB Financial, Inc., dated as of May 22, 2020
8-K
001-37428
10.19
5/29/2020
66
10.23+
Form of Indemnification Agreement – Qualigen, Inc.
8-K
001-37428
10.21
5/29/2020
10.24
Letter agreement amending M&A Advisory Agreement between the Company and A.G.P./Alliance Global Partners dated May 20, 2020
10-Q
001-37428
10.17
8/14/2020
10.25
Exclusive Agreement, by and between Qualigen, Inc. and University of Louisville Research Foundation, Inc. dated as of June 8, 2018
S-4/A
333-236235
10.58
3/13/2020
10.26
Exclusive License Agreement, between the Company and University of Louisville Research Foundation, Inc. dated as of June 9, 2020
10-Q
001-37428
10.18
8/14/2020
10.27
Exclusive License Agreement between the Company and University of Louisville Research Foundation, Inc., dated as of July 17, 2020
8-K
001-37428
10.4
8/4/2020
10.28
License Agreement between Qualigen, Inc. and Advanced Cancer Therapeutics, LLC dated December 17, 2018
S-4/A
333-236235
10.59
3/13/2020
10.29
Novation Agreement among the Company, Qualigen, Inc. and Advanced Cancer Therapeutics, LLC dated July 29, 2020
10-K
001-37428
10.31
3/31/2021
10.30
Distribution and Development Agreement, dated May 1, 2016, by and between Sekisui Diagnostics, LLC and its Affiliates, and Qualigen, Inc. and its Affiliates
S-4/A
333-236235
10.54
3/13/2020
10.31
Letter of Intent, dated March 16, 2018, by and between Sekisui Diagnostics, LLC and Qualigen, Inc.
S-4/A
333-236235
10.55
3/13/2020
10.32
Amendment to Distribution and Development Agreement, dated April 2, 2018, by and between Sekisui Diagnostics, LLC and Qualigen, Inc.
S-4/A
333-236235
10.56
3/13/2020
10.33
Amendment to Letter of Intent, dated December 6, 2019, by and between Sekisui Diagnostics, LLC and Qualigen, Inc.
S-4/A
333-236235
10.57
3/13/2020
10.34
Amended and Restated Letter of Intent, dated August 22, 2018, by and between Sekisui Diagnostics, LLC and Qualigen, Inc.
S-4/A
333-236235
10.60
3/13/2020
10.35
Letter agreement (for payment date extension) between the Company and Sekisui Diagnostics, LLC dated June 23,2020
10-Q
001-37428
10.19
8/14/2020
10.36
Securities Purchase Agreement between the Company and Alpha Capital Anstalt, dated July 8, 2020 [corrected]
8-K
001-37428
10.1
7/10/2020
10.37
Placement Agency Agreement between the Company and A.G.P./Alliance Global Partners, dated July 8, 2020
8-K
001-37428
10.4
7/9/2020
10.38
Securities Purchase Agreement between the Company and Alpha Capital Anstalt, dated August 2, 2020
8-K
001-37428
10.1
8/4/2020
67
10.39
Placement Agency Agreement between the Company and A.G.P./Alliance Global Partners, dated August 2, 2020
8-K
001-37428
10.2
8/4/2020
10.40
Technology Transfer Agreement dated as of October 7, 2020 between Qualigen, Inc. and Yi Xin Zhen Duan Jishu (Suzhou) Ltd.
8-K
001-37428
10.1
10/9/2020
10.41
Securities Purchase Agreement between the Company and Alpha Capital Anstalt, dated December 16, 2020
8-K
001-37428
10.1
12/18/2020
10.42
Placement Agency Agreement between Qualigen Therapeutics, Inc. and A.G.P./Alliance Global Partners, dated December 15, 2020
8-K
001-37428
10.2
12/18/2020
10.43
Novation
Agreement among the Company, Qualigen, Inc. and University of Louisville Research Foundation, Inc. dated January 30, 2021
10-Q
001-37428
10.1
5/14/2021
10.44
Novation
Agreement among the Company, Qualigen, Inc. and University of Louisville Research Foundation, Inc. dated March 1, 2021
10-Q
001-37428
10.2
5/14/2021
10.45
Amendment
to Distribution and Development Agreement between Sekisui Diagnostics, LLC and Qualigen, Inc., dated as of July 1, 2021 [signed August
2, 2021].
8-K
001-37428
10.1
8/13/2021
10.46
Hire
offer letter from the Company to Tariq Arshad, dated April 22, 2021
8-K
001-37428
10.1
8/16/2021
10.47
Amendment
to Distribution and Development Agreement between Sekisui Diagnostics, LLC and Qualigen, Inc., dated as of July 1, 2021 [signed August
2, 2021]
10-Q
001-37428
10.1
11/15/2021
10.48
Amendment
to Technology Transfer Agreement between Yi Xin Zhen Duan Jishu (Suzhou) Ltd. and Qualigen, Inc., dated August 5, 2021
10-Q
001-37428
10.2
11/15/2021
10.49
Amendment
to 2020 Stock Incentive Plan (approved by the Board of Directors on April 27, 2021 and by the Stockholders on August 9, 2021)
10-Q
001-37428
10.3
11/15/2021
10.50**
(Form
of) Securities Purchase Agreement, dated November 29, 2021.
8-K
001-37428
10.1
12/1/2021
10.51
Placement
Agency Agreement between Qualigen Therapeutics, Inc. and A.G.P./Alliance Global Partners, dated November 29, 2021.
8-K
001-37428
10.2
12/1/2021
10.52
Waiver
and Amendment between Qualigen Therapeutics, Inc. and Alpha Capital Anstalt, dated November 29, 2021.
8-K
001-37428
10.3
12/1/2021
10.53*
Executive
Employment Agreement dated December 10, 2021 with Amy Broidrick
10.54*
Second
Amendment to Lease with Bond Ranch LP dated December 15, 2021
68
10.55*
License
Agreement with UCL Business Limited dated January 13, 2022
14.1
Code of Business Conduct and Ethics
8-K
001-37428
14.1
5/29/2020
21.1*
Subsidiaries
of the Registrant
23.1*
Consent
of Baker Tilly US, LLP, independent registered public accounting firm
24.1*
Power
of Attorney (included on signature page)
31.1*
Certificate
of principal executive officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
31.2*
Certificate
of principal financial officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
32.1*
Certificate
of principal executive officer and principal financial officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
101.INS#
Inline
XBRL Instance Document.
101.SCH#
Inline
XBRL Taxonomy Extension Schema Document.
101.CAL#
Inline
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF#
Inline
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB#
Inline
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE#
Inline
XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
*
Filed or furnished herewith.
**
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedules will be furnished to the SEC
upon request.
+
Indicates management contract or compensatory plan or arrangement.
#
XBRL (Extensible Business Reporting Language) information is furnished and not filed herewith, is not a part of a registration statement
or Prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the
Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
Item 16. Form 10-K Summary
Not applicable.
69
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report
to be signed on its behalf by the undersigned, thereunto duly authorized.
Qualigen
Therapeutics, Inc.
By:
/s/
Michael S. Poirier
Michael
S. Poirier
Chairman
of the Board, Chief Executive Officer and President
Date:
March 31, 2022
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael S. Poirier and
Christopher L. Lotz, and each of them individually, his true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual
Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/
Michael S. Poirier
Chairman
of the Board, Chief Executive Officer and President
March
31, 2022
Michael
S. Poirier
(Principal
Executive Officer)
/s/
Christopher L. Lotz
Vice
President of Finance, Chief Financial Officer
March
31, 2022
Christopher
L. Lotz
(Principal
Financial and Accounting Officer)
/s/
Amy S. Broidrick
Director
March
31, 2022
Amy
S. Broidrick
/s/
Richard A. David
Director
March 31, 2022
Richard
A. David
/s/
Sidney W. Emery, Jr.
Director
March
31, 2022
Sidney
W. Emery, Jr.
/s/
Matthew E. Korenberg
Director
March
31, 2022
Matthew
E. Korenberg
/s/
Kurt H. Kruger
Director
March 31, 2022
Kurt
H. Kruger
/s/
Ira E. Ritter
Director
March 31, 2022
Ira
E. Ritter
70