DESTINY MEDIA TECHNOLOGIES INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to provide reasonable assurance that material information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective, as of August 31, 2023. Internal Controls Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act, is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are transacted in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with existing policies or procedures may deteriorate. A material weakness is defined as "a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, conducted an assessment of the effectiveness of our internal control over financial reporting as of August 31, 2023 based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on this assessment, management concluded that our internal controls over financial reporting were effective as of August 31, 2023. This annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to the rules of the SEC that permit the Company to provide only management's report in this annual report. Changes in Internal Control Over Financial Reporting 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 August 31, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION. 41 None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. 42 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. All directors hold office for a term of approximately one year, or until the next annual meeting of shareholders, until the election and qualification of their successors. Officers are appointed by our board of directors and serve at the discretion of the board, subject to applicable employment agreements. The following table sets forth information regarding our executive officers and the members of our board of directors. Name Position Held with the Company Date First Elected or Appointed Frederick Vandenberg Director, President, Corporate Secretary, Chief Executive Officer CEO since June 2017 CFO since July 2007 Hyonmyong Cho (1) Chairman of the Board, Director February 2017 Samuel Jay Graber (1) Director February 2017 Dave Summers (1) Director February 2019 David Mossberg Director November 2021 Olya Massalitina Chief Financial Officer and Treasurer April 2022 (1) Member of our Audit Committee Set forth below is a brief description of the background and business experience of each of our executive officers and directors for the past five years: Fred Vandenberg, B. Comm. MBA, CPA, CA - Mr. Vandenberg has been our Chief Executive Officer since June 2017 and was our Chief Financial Officer from July 2007 to December 2017. Mr. Vandenberg's core responsibilities include strategic planning and coordinating strategic planning, marketing and product development functions of the Company. Mr. Vandenberg has been with the Company for 19 years, heading up the finance group and managing the majority of Play MPE® operations, including the initial transition of our customers to commercial agreements in 2008. Mr. Vandenberg oversees the business development and operational functions of Play MPE®, expanding into new markets while ensuring we continue to lead the industry in customer service. Mr. Vandenberg obtained a Bachelor of Commerce from McMaster University in 1991 and a Master of Business Administration (Finance) from McMaster University in 1993. In 1996, Mr. Vandenberg was designated as a Chartered Professional Accountant in Ontario and completed the CICA In-depth Tax program. Hyonmyong Cho - Mr. Cho has been a director of the Company since February 2017. Hyonmyong Cho is currently a managing member of Greenlaw International Management Company LLC which manages Greenlaw International LP, a fund which invests in microcap stocks. From 2002 to 2008, Mr. Cho was a Managing Director of Forum Partners which managed several real estate private equity funds in Europe and Asia. At Forum Partners, Mr. Cho managed a worldwide team tasked with private equity deal structuring, analysis and negotiation. Prior to Forum Partners, Mr. Cho was a senior associate at Nassau Capital, whose only limited partner was Princeton University, and he was responsible for the due diligence, negotiation, documentation and monitoring of private equity transactions. Prior to that, Mr. Cho was a partner in Novalis Ventures, a venture capital fund focused on early-stage investments in the real estate industry. Before that, Mr. Cho was a Vice President at Cahill, Warnock & Company, a private equity firm focused on making direct investments in micro-cap public companies. Mr. Cho began his career as a financial analyst for Alex Brown & Sons, Inc. in the mergers and acquisitions, real estate and health care groups. Mr. Cho was a Morehead Scholar at the University of North Carolina, graduating with a B.A. in English Literature. Samuel Jay Graber - Mr. Graber has been a director of the Company since February 2017. In 2016, Mr. Graber retired as VP of Business Development from Apex Software, LLC, but remained a business partner in the company. Apex Software LLC was a privately-owned developer of building drawing and area calculation software for jurisdictional mass appraisal at the municipal, county, province and statewide level as well as for the real estate mortgage appraisal industry. In 2020, the assets of Apex Software, LLC were sold to a long-term business partner with an approximate 1-year wind down of Mr. Graber's continued involvement. Prior to 20 years in the software/technology arena, Mr. Graber worked in direct sales/sales management for various manufacturing entities including automotive and decorative lighting, plastic extrusion, art glass and architectural flooring. Mr. Graber earned a BS degree in both Business Management and in Psychology from Eastern Mennonite College (now EMU). Dr. David Summers Ph.D., BSc., MBA - Since 2016, Dr. Summers has been a business development and technology commercialization consultant. From 2008 through 2016, Dr. Summers was a director for Chemetics Inc., a global leader in technology-based engineering design for the pulp & paper, and mining & minerals industries. Dr. Summers was responsible for technology development, the electrolyzer business group, and global technical customer service. From 2007 to 2008 Dr. Summers was Vice President, Business Operations for Carbon Credit Corp, a private technology and consulting company. In this role, Dr. Summers helped position the company for acquisition by Ledcor Group. From 1998 to 2007 Dr. Summers worked at Ballard Power Systems, where he spent ten years in progressively senior leadership positions in Research and Development, Product Development and Business Development. He is the author of 12 publications and 5 patents. Dr. Summers holds a Bachelor of Science degree (honours chemistry) from Queen's University, a Ph.D. in Chemistry from the University of British Columbia, and a dual Master of Business Administration degree from Queen's University and Cornell University's Johnson School. 43 David Mossberg - Mr. Mossberg was appointed a director in November 2021. Mr. Mossberg is a seasoned capital markets executive with more than 25 years of experience analyzing companies and advising public company executives in multiple industries. Mr. Mossberg currently is the CEO of Three Part Advisors, LLC, a strategic investor relations advisory firm. Prior to founding Three Part Advisors, Mr. Mossberg was a sell-side analyst at Southwest Securities and was Director of Research at Hodges Capital Management. Mr. Mossberg holds a MBA from Southern Methodist University and BBA in Finance and BBA in International Business from University of Texas - Arlington. Mr. Mossberg also served in the United States Army Reserves as an interrogator/Russian linguist. Olya Massalitina BSc., CPA - Mrs. Massalitina was appointed our Chief Financial Officer in April of 2022, replacing the Company's former CFO - Samuel Ritchie. Mrs. Massalitina is a Chartered Professional Accountant with over 10 years of experience working with a variety of publicly traded multinational companies in different industries. During that time, she has provided foundational financial services to clients including auditing, financial reporting, budgeting and forecasting, controls and processes, and more. Through her experience dealing with large international companies Mrs. Massalitina acquired considerable experience in finance, governance, and regulatory compliance. Mrs. Massalitina holds a Bachelor of Science, Mathematics degree from a well-recognized Ukrainian University and a Diploma in Accounting from British Columbia Institute of Technology. CORPORATE GOVERNANCE The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the SEC and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. ELECTION OF DIRECTORS AND OFFICERS Our Board has the responsibility for selecting the appropriate leadership structure for the Company. In making leadership structure determinations, the Board considers many factors, including the specific needs of the business and what is in the best interests of the Company's stockholders. Currently, Mr. Hyonmyong Cho serves as Chairman of the Board. The Board believes that its programs for overseeing risk, as described below, would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of structure. The Board of Directors is led by the Chairman. The Company has five directors, and its Chief Executive Officer and Chief Financial Officer report to the Board of Directors. Our structure provides the Company with multiple leaders who represent the Company to our stockholders, regulators, business partners and other stakeholders, among other reasons set forth below. This structure creates efficiency in the preparation of the meeting agendas and related Board materials as the Company's Chief Executive Officer works directly with those individuals preparing the necessary Board materials and is more connected to the overall daily operations of the Company. Agendas are also prepared with the permitted input of the full Board of Directors allowing for any concerns or risks of any individual director to be discussed as deemed appropriate. The Board believes that the Company has benefited from this structure and is in the best interest of the stockholders. The Company believes this structure allows for efficient and effective oversight, given the Company's relatively small size, its corporate strategy and focus. Our directors are elected by our shareholders at our annual general meetings. Each director holds office until our next annual general meeting or until the director resigns or is removed in accordance with our bylaws. THE BOARD'S AND ITS COMMITTEES' ROLE AND RISK OVERSIGHT Effective risk oversight is an important priority of the Board. Because risks are considered in virtually every business decision, the Board discusses risk throughout the year generally or in connection with specific proposed actions. The Board's approach to risk oversight includes understanding the critical risks in the Company's business and strategy, evaluating the Company's risk management processes, allocating responsibilities for risk oversight, and fostering an appropriate culture of integrity and compliance with legal responsibilities. The Board exercises direct oversight of strategic risks to the Company. The Audit Committee reviews and assesses the Company's processes to manage business and financial risk and financial reporting risk. It also reviews the Company's policies for risk assessment and assesses steps management has taken to control significant risks. The management periodically reports to our Board or relevant committee, which provides the relevant oversight on risk assessment and mitigation. 44 AUDIT COMMITTEE Our audit committee currently consists of Dr. David Summers, Mr. Hyonmyong Cho, and Mr. Samuel Jay Graber. Each of Mr. Summers, Mr. Cho and Mr. Graber are non-employee directors of the Company and are considered independent as that term is defined by TSX rules and NASDAQ 5605(a)(2) and the applicable rules of the Securities and Exchange Commission. Our Board of Directors has currently designated Mr. Summers and Mr. Cho as "audit committee financial experts" as defined in Item 407(d)(5)(ii) of Regulation S-K. We believe that the audit committee members are capable of analyzing and evaluating our financial statements and understanding internal controls over financial reporting. Our Board adopted a charter for the Audit Committee in November 2013, a copy of which is available on our corporate website www.dsny.com. COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT Section 16(a) of the Exchange Act requires the Company's directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a). Based solely on our review of certain reports filed with the SEC pursuant to Section 16(a) of the Exchange Act, or Section 16(a), we believe that during the fiscal year ended August 31, 2022 all such filing requirements were complied with. DIRECTORS' AND OFFICERS' LIABILITY INSURANCE Destiny Media Technologies, Inc. has directors' and officers' liability insurance insuring our directors and officers against liability for acts or omissions in their capacities as directors or officers. CODE OF ETHICS The Company's code of ethics is available on our website at https://investors.dsny.com/investors/documents/. We have adopted a code of ethics that applies to our principal executive officer, principle financial and accounting officer, or persons performing similar functions. FAMILY RELATIONSHIPS There are no family relationships among our officers and directors. 45 ITEM 11. EXECUTIVE COMPENSATION. The following table presents information regarding the total compensation awarded to, earned by, or paid to each person serving as Chief Executive Officer during the year ended August 31, 2023 and other individuals as required by Item 402(m)(2) of Regulation S-K, during the noted periods. These individuals are our named executive officers for 2023. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) (1) Other Annual Compensation ($) (2) Total ($) Frederick Vandenberg (3) , Director, President, Chief Executive Officer, and former Chief Financial Officer 2023 189,287 - - 8,363 16,173 213,823 2022 200,139 3,475 - 52,986 22,071 278,671 Olya Massalitina (3)(4) 2023 17,320 - - 12,545 - 29,865 Chief Financial Officer 2022 42,969 - - - 796 43,765 Samuel Ritchie (3)(5) 2023 - - - - - - Former Chief Financial Officer 2022 58,844 - - - 16,937 75,781 (1) Option awards shown here represent the aggregate grant date fair value of all options granted. (2) The value of prerequisites and other personal benefits, securities and property for the individuals included in the summary compensation table that does not exceed $10,000 is not reported herein. Other compensation includes participation in the employee share purchase plan described below under long term incentive plans. (3) Compensation is stated in United States dollars. Where compensation was provided in Canadian dollars, compensation is based on an exchange rate of 0.7423 US dollars for each 1.00 Canadian dollar during the 2023 fiscal year and 0.7862 US dollars for each 1.00 Canadian dollar during the 2022 fiscal year. (4) Appointed April 2022. (5) Resigned effective March 2022. EMPLOYMENT AGREEMENT WITH OUR NAMED EXECUTIVE OFFICERS We are not party to any written employment agreement or change in control arrangements with Mr. Vandenberg and Mrs. Massalitina. We do not have any agreements with Mr. Vandenberg and Mrs. Massalitina regarding the payments of bonus or other performance incentives. Mr. Vandenberg and Mrs. Massalitina are eligible to receive stock options as and when approved by our Board of Directors. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The following table summarizes equity awards granted to our named executive officers that were outstanding as of August 31, 2023: Name and Principal Position Number of Securities Underlying Unexercised Options # Exercisable # Unexercisable Incentive Plan Awards: Number of Securities Underlying Unexercised Options Weighted Average Option Exercise Price $ Option Expiration Date Frederick Vandenberg, Chief Executive Officer 58,333 21,667 - 1.50 31-Oct-2026 1,668 18,332 0.85 23-Jul-2028 Olya Massalitina, Chief Financial Officer - 30,000 - 0.85 23-Jul-2028 LONG-TERM INCENTIVE PLANS The Company has an Employee Stock Purchase Program whereby all employees of the Company are eligible to contribute up to 5% of their annual salary into a pool which is matched equally by the Company. Independent directors are able to contribute a maximum of $12,500 each annually, for a combined maximum annual purchase of $25,000. The aggregate maximum annual contributions is limited to $400,000. Money in the pool is used to purchase shares out of the market on a semi-monthly basis. All purchases are made through the Exchange by a third-party plan agent and no purchases are made on the OTC or German exchanges. The third-party plan agent is also responsible for the administration of the Plan on behalf of the Company and the participants. 46 Additionally, the Company has the 2015 Stock Option Plan and 2022 Stock Option Plan, under which up to an aggregate of 1,530,000 shares of the common stock have been reserved for issuance. As at August 31, 2023, an aggregate of 781,000 common shares remained eligible for issuance under the plans. The options generally vest over a range of periods from the date of grant, some are immediate, and others are 12 or 24 months. Any options that do not vest as the result of a grantee leaving the Company are forfeited and the common shares underlying them are returned to the reserve. The options generally have a contractual term of five years. COMPENSATION OF DIRECTORS Our directors are reimbursed for reasonable out-of-pocket expenses in connection with attendance at Board of Director and committee meetings. In addition, our directors are eligible for grants of options to purchase shares of our common stock at the discretion of our Board of Directors. The following table summarizes compensation paid to all of our directors who were not our named executive officers during the fiscal year ended August 31, 2023: Name Fees Earned or Paid in Cash ($) Stock Awards ($) Option Awards ($) All Other Compensation ($) (1) Total ($) Hyonmyong Cho - - 4,182 - 4,182 Samuel Jay Graber - - 4,182 12,500 16,682 David Summers - - 4,182 - 4,182 David Mossberg - - 4,182 12,500 16,682 (1) Other compensation includes participation in the employee share purchase plan described above under long term incentive plans. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of November 28, 2023 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors and each of our named executive officers, and (iii) officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown. Common Stock Beneficially Owned Percentage of Shares Beneficially Owned (1) Name of beneficial owner # of Shares % Hyonmyong Cho (2) 547,622 5.52% Samuel Jay Graber (3) 262,362 2.64% Frederick Vandenberg (4) 513,002 5.15% David Summers(5) 116,715 1.18% David Mossberg (6) 97,357 * Olya Massalitina(7) 3,750 * All directors and executive officers as a group (4 persons) 1,540,808 15.51% Mark Graber (8) 2,085,779 21.02% *Owning less than 1%. (1) Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of such shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of November 28, 2023. As of November 28 , 2023, there were 9,924,610 shares of our common stock issued and outstanding. 47 (2) Consists of 142,735 shares held by Mr. Cho and 43,334 shares that may be acquired upon the exercise of stock options held by Mr. Cho within 60 days of November 28, 2023 and includes 361,553 shares held through Mr. Cho's indirect pecuniary ownership held through Greenlaw International LP, a Delaware limited partnership (the "Fund"), and Greenlaw International GP LLC, a Delaware limited liability company and the general partner of the Fund which has the right to receive an allocation of a portion of the profits of the Fund. (3) Consists of 219,028 shares held by Mr. Graber, and 43,334 shares that may be acquired upon the exercise of stock options held by Mr. Graber within 60 days of November 28, 2023. (4) Consists of 437,584 shares held by Mr. Vandenberg and 75,418 shares that are acquirable upon the exercise of stock options held by Mr. Vandenberg within 60 days of November 28, 2023. (5) Consists of 23,381 shares held by Mr. Summers and 93,334 shares that are acquirable upon the exercise of stock options held by Mr. Summers within 60 days of November 28, 2023. (6) Consists of 54,023 shares held by Mr. Mossberg and 43,334 shares that are acquirable upon the exercise of stock options held by Mr. Mossberg within 60 days of November 28, 2023. (7) Consists of 3,750 shares that are acquirable upon the exercise of stock options held by Mrs. Massalitina within 60 days of November 28, 2023. (8) Consists of (i) 1,933,809 shares of the Company's common stock directly held by Mark Graber; (ii) 145,970 shares beneficially owned by Four Star Investments, a Texas partnership over which Mr. Graber has shared voting and disposition power; and (iii) 6,000 shares held by Mr. Graber's spouse. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table summarizes information about our equity compensation plans as of August 31, 2023. Plan Category Number of Shares of Common Stock to be Issued upon Exercise of Outstanding Options (a) Weighted-Average Exercise Price of Outstanding Options (b) Number of Options Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by stockholders 639,000 $ 1.28 361,000 Equity compensation plans not approved by stockholders 110,000 $ 1.45 420,000 Total 749,000 $ 1.30 781,000 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. Except as described under "Item 11. Executive Compensation" and under "Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" none of the following persons has any direct or indirect material interest in any transaction to which we were or are a party during the past two years, or in any proposed transaction to which the Company proposes to be a party: any director or officer; any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our common stock; or any immediate family member of any of the foregoing persons. SHARE ISSUANCES None. All of our non-employee directors are our independent directors as that term is defined by TSX rules and NASDAQ 5605(a)(2) and the applicable rules of the Securities and Exchange Commission. 48 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. Audit Fees The aggregate audit and review fees incurred for the fiscal years ended August 31, 2023 and 2022 were $64,500 and $52,800, respectively. Such fees included work completed for our annual audit and for the review of our consolidated financial statements included in our Forms 10-K and 10-Q. The 2023 and 2022 audits were performed by Smythe LLP, the Company's current auditor, appointed as the Company's new independent registered public accounting firm on September 15, 2022. Audit Related Fees None. Tax Fees For the fiscal year ended August 31, 2023 the Company incurred $7,800 in fees billed for tax compliance services provided by Smythe LLP. For the fiscal year ended August 31, 2022 the Company incurred $16,500 in fees billed for tax compliance services provided by other consultants. All Other Fees None. Pre-Approval Policies and Procedures All auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by our independent auditor must be approved by the Audit Committee in advance, except non-audit services (other than review and attestation services) if such services fall within exceptions established by the SEC. The Audit Committee will pre-approve any permissible non-audit services to be provided by the Company's independent auditors on behalf of the Company that do not fall within any exception to the pre-approval requirements established by the SEC. The Audit Committee may delegate to one or more members the authority to pre-approve permissible non-audit services, but any such delegate or delegates must present their pre-approval decisions to the Audit Committee at its next meeting. All of our accountants' services described above were pre-approved by the Audit Committee or by one or more members under the delegate authority described above. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. LIST OF DOCUMENTS FILED AS PART OF THE REPORT The following documents are filed as part of this report: (a)(1) Financial Statements: 1. Report of Independent Registered Public Accounting Firm (PCAOB ID No. 995); 2. Consolidated Balance Sheets; 3. Consolidated Statements of Comprehensive Income (loss); 4. Consolidated Statements of Cash Flows; 5. Consolidated Statement of Changes in Stockholders' Equity; and 6. Notes to the Consolidated Financial Statements. (a)(2) Financial Statement Schedules: 49 (a)(3) Exhibits: 3.1 Amended Articles of Incorporation (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed on October 8, 2014). 3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit B to the Plan of Conversion as filed in our Definitive Proxy Statement on Form DEF14A on August 18, 2014) 3.3 Certificate of Amendment (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on September 13, 2019) 4.1 Description of Capital Stock 4.2 2015 Stock Option Plan 10.1† Employee Stock Purchase Plan (incorporated by reference to our Other Definitive Proxy Statements on Form DEF 14A filed on February 04, 2011). 21.1* Subsidiaries of the Registrant. 24* Power of Attorney (included in Signature pages) 31.1* Section 302 Certification of Chief Executive Officer 31.2* Section 302 Certification of Chief Financial Officer 32.1* Section 906 Certification of Chief Executive Officer and Chief Financial Officer 100* XBRL-Related Documents 101* Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL 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 (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith † Management contract or compensatory plan or arrangement ITEM 16. FORM 10-K SUMMARY. None. 50 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DESTINY MEDIA TECHNOLOGIES, INC. By: /s/Frederick Vandenberg Frederick Vandenberg Chief Executive Officer, President (Principal Executive Officer) Date: November 28, 2023 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Frederick Vandenberg, his true and lawful attorney-in-fact and agent with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, 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 report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. By: /s/Frederick Vandenberg Frederick Vandenberg Chief Executive Officer, President (Principal Executive Officer) Date: November 28, 2023 By: /s/Olya Massalitina Olya Massalitina, CPA Chief Financial Officer, Treasurer (Principal Financing and Accounting Officer) Date: November 28, 2023 By: /s/Hyonmyong Cho Hyonmyong Cho Director Date: November 28, 2023 By: /s/Samuel Jay Graber Samuel Jay Graber Director Date: November 28, 2023 By: /s/David Summers David Summers Director Date: November 28, 2023 By: /s/David Mossberg David Mossberg Director Date: November 28, 2023 51