Item 5. Other Information
Item 5. Other Information.
Because we are filing this Quarterly Report on Form 10-Q within four business days after the triggering event, we are making the following disclosure under this Item 5 instead of filing a Current Report on Form 8-K under Item 5.02, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers:
On May 11, 2022, our Board of Directors approved the FGI Industries Ltd. Annual Management Incentive Plan (“Plan”), which provides for the grant of annual cash bonus awards by our compensation committee to designated employees based upon the level of achievent of one or more performance goals over a specified performance period. The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan, a copy of which is attached hereto as Exhibit 10.13 and is incorporated herein by reference.
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Item 6. Exhibits.
Exhibit
Number
Description
3.1
Second Amended and Restated Memorandum and Articles of Association of FGI Industries Ltd., effective January 27, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 27, 2022).
4.1
Form of Representative’s Warrant, between FGI Industries Ltd. and the purchaser parties thereto (incorporated by reference to Exhibit 4.2 to the Company’s Amendment No. 1 to Registration Statement on Form S-1, filed on October 4, 2021).
4.2
Registration Rights Agreement, dated as of January 27, 2022, between FGI Industries Ltd. and Foremost Groups Ltd. (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed on March 31, 2022).
4.3
Warrant Agent Agreement, dated as of January 27, 2022, between FGI Industries Ltd. and Continental Stock Trading and Trust Company (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K filed on March 31, 2022).
4.4
Form of Warrant (included in Exhibit 4.3, as Exhibit A to the Warrant Agent Agreement).
10.1
Shared Services Agreement, dated January 14, 2022, by and between FGI Industries, Inc. and Foremost Home Industries, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K filed on March 31, 2022).
10.2
Shared Services Agreement, dated January 14, 2022, by and between FGI Industries Ltd. and Foremost Worldwide Co., Ltd. (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on March 31, 2022).
10.3
Global Sourcing and Purchase Agreement, dated January 14, 2022, by and between FGI Industries Ltd. and Foremost Worldwide Co., Ltd. (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K filed on March 31, 2022).
10.4
Sales and Purchase Agreement, dated January 14, 2022, by and between FGI International, Ltd. and FGI Industries, Inc. (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed on March 31, 2022).
10.5
Sales and Purchase Agreement, dated January 28, 2022, by and between FGI Industries Ltd. and Foremost Worldwide Co., Ltd. (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed on March 31, 2022).
10.6†
FGI Industries Ltd. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.6 to the Company’s Amendment No. 1 to Registration Statement on Form S-1, filed October 4, 2021).
10.7†
Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.8 to the Company’s Amendment No. 1 to Registration Statement on Form S-1, filed October 4, 2021).
10.8†
Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.9 to the Company’s Amendment No. 1 to Registration Statement on Form S-1, filed October 4, 2021).
10.9†
Form of Director Retainer Agreement (incorporated by reference to Exhibit 10.10 to the Company’s Amendment No. 1 to Registration Statement on Form S-1, filed October 4, 2021).
10.10†
Employment Agreement dated January 24, 2022, by and between FGI Industries Ltd. and David Bruce (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed on March 31, 2022).
10.11†
Employment Agreement, dated January 24, 2022, by and between FGI Industries Ltd. and Perry Lin (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed on March 31, 2022).
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Exhibit
Number
Description
10.12†
Form of Indemnification Agreement by and between FGI Industries Ltd. and its individual directors (incorporated by reference to Exhibit 10.13 to the Company’s Amendment No. 1 to Registration Statement on Form S-1, filed October 4, 2021).
10.13†
FGI Industries Ltd. Annual Management Incentive Plan
31.1
Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer.
31.2
Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial Officer.
32.1
Section 1350 Certification of Principal Executive Officer and Principal Financial Officer.
101
The following material from FGI Industries Ltd.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in Inline XBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Income and Comprehensive Income; (iii) the Condensed Consolidated Statements of Changes in Parent’s Net Investment; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) Notes to Unaudited Condensed Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104
Cover Page Interactive Data File formatted in Inline XBRL and contained in Exhibit 101.
† Indicates management contract or compensatory plan or arrangement
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SIGNATURES
Pursuant to the requirements 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.
Dated: May 13, 2022
FGI Industries Ltd.
By:
/s/ David Bruce
David Bruce
Chief Executive Officer
(Principal Executive Officer)
By:
/s/ Perry Lin
Perry Lin
Chief Financial Officer
(Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.