What changed in this filing

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Item 9A. Controls and Procedures

2023-12-27 compared with 2022-12-21 · 82 added, 128 removed, 423 unchanged (33% of the section changed)

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s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recognized, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial and Accounting Officer), as appropriate, to allow timely decisions regarding required disclosure.  In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recognized, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial and Accounting Officer), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of September 30, 2023, the end of our fiscal year covered by this report, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.

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The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recognized properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States.

Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2022.  In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the 2013 Internal Control-Integrated Framework.

Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2023.

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the 2013 Internal Control-Integrated Framework.

Our management has concluded that as of September 30, 2023, our internal control over financial reporting (as defined in Rule 15d-15(e) under the Exchange Act) was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

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O THER I NFORMATION

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

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Windhausen 

Chief Financial Officer (5)

Chief Financial Officer, Treasurer and Secretary

Member of the Audit Committee.

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Independent director.

Windhausen was appointed as our Chief Financial Officer and Treasurer effective November 30, 2021, following the resignation of Mark G.

Downey, our former Chief Financial Officer.

Joni Kahn has been a member of our Board of Directors since April 2012.

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Landers is the Chair of the Nominating and Corporate Governance Committee and serves as a member of the Audit and Compensation Committees.

Landers has been the Chief Executive Officer of Harver since January 2022.

Harver is a volume hiring solution enabling global enterprises to hire at scale.

Landers was the Chief Executive Officer of Harver, a volume hiring solution enabling global enterprises to hire at scale, from January 2022 to October 2023.

From 2016 to July 2021, he was President and Chief Executive Officer of Monotype Imaging Holdings, Inc., and he also held the positions of Chief Operating Officer and Chief Financial Officer from 2008 to 2015.

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Prior to that he served as the Company’s VP of Finance since October 2021.

Windhausen comes to Bridgeline with more than 20 years of experience in both public accounting and industry.

Windhausen came to Bridgeline with more than 20 years of experience in both public accounting and industry.

Prior to joining the Company, Mr.

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from July 2019 to September 2021, and from June 2011 to June 2019, Mr.

Windhausen held various accounting and finance roles with Dealertrack Technologies, Inc., and its successor Cox Automotive Inc. 

Windhausen held various accounting and finance roles with Dealertrack Technologies, Inc., and its successor Cox Automotive Inc. Mr.

Windhausen started his career at PricewaterhouseCoopers, where he spent more than 10 years.

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These officers, directors and stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) reports that they file with the SEC.

Based solely on a review of the copies of such forms and amendments thereto received by it, the Company believes that during the fiscal year ended September 30, 2022, all Section 16(a) filing requirements applicable to our officers, directors, and greater than 10% beneficial owners have been met.

Based solely on a review of the copies of such forms and amendments thereto received by it, the Company believes that during the fiscal year ended September 30, 2023, all Section 16(a) filing requirements applicable to our officers, directors, and greater than 10% beneficial owners have been met, with the exception of two Form 4s for Roger Kahn that were both inadvertently filed untimely, disclosing four transactions and three transactions, respectively.

Code of Conduct and Ethics

The Company's Board of Directors has adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-K of the Securities Act that applies to all of the Company's officers and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

The Code of Ethics codifies the business and ethical principles that govern the Company's business.

The Company’s Board of Directors has adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-K of the Securities Act that applies to all of the Company’s officers and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

The Code of Ethics codifies the business and ethical principles that govern the Company’s business.

A copy of the Code of Ethics is available on the Company's website www.bridgeline.com.

The Company intends to post amendments to or waivers from its Code of Ethics (to the extent applicable to its principal executive officer, principal financial officer or principal accounting officer) on its website.

The Company's website is not part of this proxy statement.

The Company’s website is not incorporated herein by reference.

Meetings of the Board of Directors

During fiscal 2022, the Board of Directors met 5 times and acted 4 times by unanimous written consent.

During fiscal 2023, the Board of Directors met 6 times.

Committees of the Board of Directors

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The Board of Directors has adopted a written charter for the Audit Committee.

A copy of such charter is available on the Company's website, www.bridgeline.com .

During fiscal 2022, the Audit Committee met 4 times.

A copy of such charter is available on the Company’s website, www.bridgeline.com.

During fiscal 2023, the Audit Committee met 4 times.

Each member of the Audit Committee attended each such meeting.

The Chairman of the Audit Committee was present at all meetings. 

Our Board has also determined that each of Mr.

Our Board has also determined that Mr.

Galaznik and Mr.

Landers qualifies as an "audit committee financial expert" as defined under Item 407(d) (5) of Regulation S-K and as an independent director as defined by the Nasdaq listing standards.

Landers both qualify as an “audit committee financial expert”

as defined under Item 407(d)-(5) of Regulation S-K and as an independent director as defined by the Nasdaq listing standards.

Compensation Committee

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The Board of Directors has adopted a written charter for the Compensation Committee.

A copy of such charter is available on the Company's website, www.bridgeline.com .

During fiscal 2022, the Compensation Committee met 3 times and acted 1 time by unanimous written consent.

A copy of such charter is available on the Company’s website, www.bridgeline.com.

During fiscal 2023, the Compensation Committee met 2 times and acted 1 time by unanimous written consent.

Nominating and Corporate Governance Committee

The Nominating and Governance Committee identifies candidates for future Board membership and proposes criteria for Board candidates and candidates to fill Board vacancies, as well as a slate of directors for election by the shareholders at each annual meeting.

The Nominating and Governance Committee also annually assesses and reports to the Board on Board and Board Committee performance and effectiveness and reviews and makes recommendations to the Board concerning the composition, size and structure of the Board and its committees.

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Kahn, each of whom are independent directors.

During fiscal 2022, the Nominating and Governance Committee met 2 times.

During fiscal 2023, the Nominating and Governance Committee met 3 times.

Executive Compensation.

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We refer to these officers as our named executive officers.

Principal Position

Roger Kahn - President and Chief Executive Officer

Windhausen - Chief Financial Officer and Treasurer

Downey - Former Executive Vice President and

Chief Financial Officer and Treasurer

Name and Principal Position

Fiscal Year End

Roger Kahn - President and Chief Executive Officer

Windhausen - Chief Financial Officer, Treasurer, and Secretary

Employment Agreements

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On August 18, 2022, an amendment to the employment agreement between the Company and Mr.

Kahn was made, effective August 14, 2022 (the 

Kahn was made, effective August 14, 2022 (the “

Second Amendment”).

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Effective November 30, 2021, Thomas R.

Windhausen was appointed by the Company’s Board of Directors as Chief Financial Officer and Treasurer of the Company. 

The Company and Mr.

Windhausen was appointed by the Company’s Board of Directors as Chief Financial Officer and Treasurer of the Company. The Company and Mr.

Windhausen entered into an employment agreement (the “Employment Agreement”), effective November 30, 2021 through September 30, 2022, unless extended by mutual agreement of the Company and Mr.

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Windhausen will be eligible to participate in all other employee benefits plans and programs, and, in the event Mr.

Windhausen’s employment is terminated by the Company without cause, he is entitled to receive severance benefits.

On November 30, 2021, Mr.

Downey resigned from his position of Chief Financial Officer of Bridgeline Digital, Inc.

to pursue new professional opportunities.

Downey continued to provide transition services to the Company as a consultant until January 30, 2022.

Outstanding Equity Awards at Fiscal 2022 Year-End

Windhausen’s employment is terminated by the Company without cause, he is entitled to receive severance benefits.

Outstanding Equity Awards at Fiscal 2023 Year-End

The following table sets forth information concerning outstanding stock options for each named executive officer as of September 30, 2023.

Exercisable (1)

Unexercisable (1)

Number of Securities Underlying Unexercised Options Exercisable (1)

Number of Securities Underlying Unexercised Options Unexercisable (1)

Exercise Price ($/sh)

Option Expiration Date

Shares vest in equal installments upon the anniversary date of the grant over three years.

Shares vest in equal installments on a monthly basis over three years.

Shares vest in equal installments on a quarterly basis over three years.

Roger Kahn also holds 200,000 shares of restricted stock granted which were granted in August 2022 and which vest in quarterly installments over a three year period.

As of September 30, 2022, all shares remained restricted.

As of September 30, 2023, 133,336 shares remained restricted.

Director Compensation

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Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act.

In computing the number of shares beneficially owned by a person or a group and the percentage ownership of that person or group, shares of our common stock subject to options or warrants currently exercisable or exercisable within 60 days after December 20, 2021 are deemed outstanding, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

In computing the number of shares beneficially owned by a person or a group and the percentage ownership of that person or group, shares of our common stock subject to options or warrants currently exercisable or exercisable within 60 days after December 22, 2023 are deemed outstanding, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the address of each individual named below is our address, 100 Sylvan Road, Suite G-700, Woburn, Massachusetts 01801.

The following tables set forth, as of December 22, 2023, the beneficial ownership of our Series C Preferred and Common Stock by (i) each person or group of persons known to us to beneficially own more than 5% of the outstanding shares of each class of the outstanding securities, (ii) each of our directors and named executive officers, and (iii) all of our executive officers and directors as a group.

At the close of business on December 20, 2021, there were 350 shares of our Series C Preferred and 10,187,128 shares of our Common Stock issued and outstanding.

At the close of business on December 22, 2023, there were 350 shares of our Series C Preferred and 10,417,609 shares of our Common Stock issued and outstanding.

Except as indicated in the footnotes to the tables below, each stockholder named in the table has sole voting and investment power with respect to the shares shown as beneficially owned by such stockholder.

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Name and Address

Percent of Shares

Michael and Claudia Taglich

790 New York Avenue Huntington, NY 11743

Number of Shares Owned

Percent of Shares Outstanding

Michael and Claudia Taglich, 790 New York Avenue, Huntington, NY 11743

All current executive officers and directors as a group

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Name and Address

Percent of Shares

President, Chief Executive Officer, Director

Michael Taglich

Kenneth Galaznik

Scott Landers

Chief Financial Officer and Treasurer

Number of Shares Owned

Percent of Shares Outstanding

Roger Kahn President - Chief Executive Officer, Director

Michael Taglich - Director

Joni Kahn - Director

Scott Landers - Director

Kenneth Galaznik - Director

Windhausen - Chief Financial Officer, Treasurer, and Secretary

All current executive officers and directors as a group

Includes 335,043 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of September 30, 2022).

Includes 552,544 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of December 22, 2023).

Includes 200,000 shares of restricted stock. Includes 545 shares of common stock owned by Mr.

Kahn’s spouse.

Includes 190,025 shares issuable upon the exercise of warrants, 38,889 shares issuable upon the exercise of Series C preferred stock, and 67,708 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of September 30, 2022).

Also includes 35 shares of Common Stock and 2 shares issuable upon the exercise of warrants owned by Mr.

Includes 117,668 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of December 22, 2023) and 100,500 shares issuable upon the exercise of warrants, and 38,889 shares issuable upon the exercise of Series C preferred stock Also includes 35 shares of Common Stock and 2 shares issuable upon the exercise of warrants owned by Mr.

Taglich’s spouse.

Includes 67,604 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of September 30, 2022).

Includes 67,644 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of September 30, 2022).

Includes 117,588 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of December 22, 2023).

Includes 8 shares of Common Stock owned by Mr.

Lander’s children.

Includes 67,638 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of September 30, 2022).

Includes 10,000 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of September 30, 2022).

Includes 615,637 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of September 30, 2022), and 229,394 other issuable shares including warrants and preferred stock.

Includes 117,588 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of December 22, 2023).

Includes 25,000 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of December 22, 2023).

Includes 1,047,976 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of December 22, 2023), and 139,389 other issuable shares including warrants and preferred stock.

We maintain a number of equity compensation plans for employees, officers, directors and other entities and individuals whose efforts contribute to our success.

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Equity Compensation Plan Information

Weighted average

exercise price of

to be issued upon

remaining available

for future issuance

compensation plans

(excluding securities

in column (a))

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 under equity compensation plans (excluding securities reflected in column (a))

Plan category

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Taglich Brothers, Inc.

acted as placement agents for many of the Company’s private offerings in 2012, 2013, 2014, and 2016.

They were also the placement agent for the Company’s $3 million subordinated debt offering in 2013, the Series A Preferred Stock sale in 2015, and Promissory Term Notes in 2018.

Michael Taglich has also guaranteed $1.5 million in connection with the Company’s out of formula borrowings on its credit facility with Heritage Bank.

In consideration of previous loans made by Michael Taglich to the Company and the personal guaranty to Heritage Bank of Commerce, Mr.

acted as placement agents for many of the Company’s private offerings and debt issuances.

In consideration of previous loans made by Michael Taglich to the Company and the personal guaranty on a former third-party credit facility no longer maintained by the Company, Mr.

Taglich has been issued warrants to purchase common stock totaling 1,080 shares at an exercise price of $1,000.00 per share.

In connection with the Company’s private placement completed in November 2016, the Company issued to the Investors warrants to purchase an aggregate total of 4,271 shares of common stock.

Included were warrants to purchase 172 shares of common stock issued to Roger Kahn and warrants to purchase 308 shares of common stock issued to Michael Taglich.

Each warrant to purchase common stock expires five and one-half years from the date of issuance and is exercisable for $175.00 per share beginning six months from the date of issuance, or May 9, 2017. 

The warrants expire May 9, 2022.

In connection with previous private offerings and debt issuances, Taglich Brothers, Inc.

was granted Placement Agent Warrants to purchase 4,246 shares of common stock at a weighted average price of $321.00 per share.

In September 2018, the Company sold and issued subordinate promissory notes (the “Promissory Term Notes”) to certain accredited investors (each, a “Purchaser”), pursuant to which it issued to the Purchasers (i) Promissory Term Notes, in the aggregate principal amount of approximately $941,000.

The Promissory Term Notes have an original issue discount of fifteen percent (15%), bear interest at a rate of twelve percent (12%) per annum and have a maturity date of the earlier to occur of (a) six months from the date of execution of the Note Purchase Agreement, or (b) the consummation of a debt or equity financing resulting in the gross proceeds to the Company of at least $3.0 million.

Michael Taglich participated in the Note Purchase Agreement in September 2018.

Michael Taglich purchased Promissory Term Notes in the amount of approximately $122,000 pursuant to the Note Purchase Agreement.

Taglich Brothers, Inc.

served as placement agent for the above transaction, for which services the Company paid to Taglich Brothers, Inc.

$40,000 in cash compensation, or five percent (5%) of the net proceeds received by the Company.

In connection with previous private offerings and debt issuances, which occurred prior to the fiscal years presented in these consolidated financial statements, Taglich Brothers, Inc.

was granted Placement Agent Warrants to purchase 4,246 shares of common stock at a weighted average price of $321.00 per share and were granted Placement Agent Warrants to purchase 10,926 shares of common stock at a weighted average price of $761.61 per share.

In November 2018, the Company engaged Taglich Brothers, on a non-exclusive basis, to perform advisory and investment banking services to identify possible acquisition target possibilities.

Fees for the services were $8,000 per month for three months and $5,000 thereafter, cancellable at any time.

Fees for the services were $8 thousand per month for three months and $5 thousand thereafter, cancellable at any time.

Taglich Brothers could also earn a success fee ranging from $200,000 for a revenue target acquisition of under $5 million up to $1 million for an acquisition target over $200 million.

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Michael Taglich purchased 350 units in the amount of $350,000 of Series C Preferred Stock and associated warrants in the private transaction consummated on March 13, 2019.

Taglich’s purchase was subject to stockholder approval pursuant to Nasdaq Marketplace Rule 5635(c), for which approval by the stockholders of the Company was obtained on April 26, 2019.

In December 2019, the Company engaged Taglich Brothers, on a non-exclusive basis, to perform advisory services to restate the rights and limitations for the Bridgeline Digital, Inc.

Series A Convertible Preferred Stock.

Fees for the services were $21,000.

Taglich’s purchase was subject to stockholder approval pursuant to the Nasdaq Stock Market Listing 5635(c), for which approval by the stockholders of the Company was obtained on April 26, 2019.

In connection with the Company’s registered direct offering completed in February 2021, the Company issued Taglich Brothers 29,084 Investors warrants.

Each warrant to purchase common stock expires five years from the date of issuance and is non-cash exercisable for $3.875 per share beginning six-months from the date of issuance, or February 4, 2021. 

The warrants expire February 4, 2026.

In connection with the Company’s Series D Preferred Stock registered direct offering and PIPE completed in May 2021, the Company issued Taglich Brothers 53,861 Investors warrants. 

Each warrant to purchase common stock expires five years from the date of issuance and is non-cash exercisable for $2.850 per share beginning six-months from the date of issuance, or May 14, 2021. 

The warrants expire May 12, 2026.

In connection with the Company’s Series D Preferred Stock registered direct offering and PIPE completed in May 2021, the Company issued Taglich Brothers 53,861 Investors warrants. Each warrant to purchase common stock expires five years from the date of issuance and is non-cash exercisable for $2.850 per share beginning six-months from the date of issuance, or May 14, 2021. The warrants expire May 12, 2026.

Principal Accounting Fees and Services.

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They have served as our independent auditors since February 27, 2021.

Our previous independent registered public accounting firm was Marcum LLP.

A representative of PKF O’Connor Davies LLP is expected to attend this year's Annual Meeting, and they will have an opportunity to make a statement if they desire to do so.

It is also expected that such representative will be available to respond to appropriate questions.

The table below shows the aggregate fees that the Company paid or accrued for the audit and other services provided by PKF O’Connor Davies LLP for the fiscal year ended September 30, 2022 and for both PKF O’Connor Davies LLP and Marcum LLP for the fiscal year ended September 30, 2021. The Company did not engage its independent registered public accounting firms during either of the fiscal years ended September 30, 2022 or September 30, 2021 for any other non-audit services.

The table below shows the aggregate fees that the Company paid or accrued for the audit and other services provided by PKF O’Connor Davies LLP for the fiscal year ended September 30, 2023 and 2022. The Company did not engage its independent registered public accounting firm during either of the fiscal years ended September 30, 2023 or September 30, 2022 for any other non-audit services.

Type of Service

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Audit-Related Fees

This category includes fees for the audits of the Company's annual financial statements, review of financial statements included in the Company's Form 10-Q Quarterly Reports and services that are normally provided by the independent auditors in connection with statutory and regulatory filings or engagements for the relevant fiscal years.

PKF O’Connor Davies LLP and Marcum LLP were $243,050 and $15,437, respectively, for the fiscal year ended September 30, 2022.

PKF O’Connor Davies LLP and Marcum LLP were $219,000 and $42,951, respectively, for the fiscal year ended September 30, 2021.

Audit-Related Fees.

This category consists of audits performed in connection with certain acquisitions. PKF O’Connor Davies LLP and Marcum LLP were $42,500 and $26,044, respectively, for the fiscal year ended September 30, 2021.

This category consists of audits performed in connection with certain acquisitions. 

This category consists of professional services rendered for tax compliance, tax planning and tax advice.

The services for the fees disclosed under this category include tax return preparation, research and technical tax advice.

There were no other fees paid or accrued to PKF O’Connor Davies, LLP and Marcum LLP in the fiscal years ended September 30, 2022 or September 30, 2021.

There were no other fees paid or accrued to PKF O’Connor Davies, LLP in the fiscal years ended September 30, 2023 or September 30, 2022.

Audit Committee Pre-Approval Policies and Procedures.

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–Consolidated Statements of Comprehensive Income/(Loss) for the years ended September 30, 2023 and 2022

–Consolidated Statements of Shareholders’

–Consolidated Statements of Stockholders’

Equity for the years ended September 30, 2023 and 2022

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Documents followed by a parenthetical are not being filed herewith and, pursuant to Rule 12b-32 of the General Rules and Regulations promulgated by the SEC under the Securities Exchange Act of 1934 (the Act), reference is made to such documents as previously filed as exhibits with the SEC.

Exhibit  

Incorporated by Reference

Exhibit  

Amended and Restated Certificate of Incorporation, as amended

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July 14, 2014

Exhibit  

Incorporated by Reference

Form of Common Stock Purchase Warrant Issued to Placement Agent

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March 22, 2016

Appendix  B

Appendix B

Form of Common Stock Purchase Warrant issued to Placement Agent

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August 23, 2019

Appendix  B

Purchase Agreement, by and between the Company and WooRank SRL., dated February 2, 2021  

February 3, 2021

4 unchanged sentences

Employment Agreement dated September 13, 2019 between Bridgeline Digital, Inc.

and Roger “

and Roger “Ari” Kahn

September 19, 2018

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August 24, 2022

Third Amendment to the Bridgeline Digital, Inc.

2016 Stock Incentive Plan

April 17, 2023

Incorporated by Reference

Subsidiaries of the Registrant

Consent of PKF O ’

Connor Davies, LLP

Consent of PKF O’Connor Davies, LLP

CEO Certification, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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CFO Certification, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

C lawback Policy

Inline XBRL Instance

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Michael Taglich

Index of Exhibits

Description of Document

Subsidiaries of the Registrant

Consent of PKF O’Connor Davies, LLP

CEO Certification, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

CFO Certification, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

CEO Certification, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

CFO Certification, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Inline XBRL Instance

Inline XBRL Taxonomy Extension Schema

Inline XBRL Taxonomy Extension Calculation

Inline XBRL Taxonomy Extension Definition

Inline XBRL Taxonomy Extension Labels

Inline XBRL Taxonomy Extension Presentation

Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

*XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures