Intellicheck, Inc. 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10-K/A Amendment No. 2 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission File No.: 001-15465 Intellicheck, Inc. (Exact name of Registrant as specified in its charter) Delaware 11-3234779 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 200 Broadhollow Road , Suite 207 , Melville , NY 11747 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (516) 992-1900 Securities registered pursuant to Section 12(b) of the Act: Common Stock, $0.001 par value The NASDAQ Stock Market LLC (Title of Class) (Name of exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically (§232.405 of this chapter) every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One): Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☒ Emerging Growth Company ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ State the aggregate market value of the voting and non-voting stock held by non-affiliates of the Issuer: $ 127,083,038 (based upon the closing price of Issuer’s Common Stock, $0.001 par value, as of the last business day of the Issuer’s most recently completed second fiscal quarter (June 30, 2021)). Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date. Common Stock, $0.001 Par Value 18,674,980 (Title of Class) (No. of Shares Outstanding at March 24, 2022) Auditor Firm ID Auditor Name Auditor Location 274 EisnerAmper LLP Iselin New Jersey DOCUMENTS INCORPORATED BY REFERENCE: Proxy for Annual Meeting of Stockholders May 4, 2022 EXPLANATORY NOTE References throughout this Amendment No. 2 to the Annual Report on Form 10-K/A to “we,” “us,” the “Company” or “our company” are to Intellicheck, Inc. unless otherwise noted or the context otherwise indicates. This Amendment No. 2 (the “Amendment No. 2”) to the Annual Report on Form 10-K/A of Intellicheck, Inc. (the “Company”) for the fiscal year ended December 31, 2021, originally filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021 (the “Original Filing”) and amended with Amendment No. 1 filed June 9, 2022 (the “Amendment No. 1”), is being filed solely to include an amended signature page to Form 10-K which inadvertently included one conformed signature that the Company had not received when originally filed and thus is being removed and replaced with the Signature Page in this Amendment 2. This Amendment No. 2 contains only the cover page, this explanatory note, Part IV information including the amended signature page and the revised certifications. Because no financial statements have been included in this Amendment No. 2 and this Amendment No. 2 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. We are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment No 2. Except for the foregoing, this Amendment No. 2 does not alter or update any information contained in the Amendment No.1, including the Explanatory Note contained therein. Accordingly, this Amendment No. 2 should be read in conjunction with the Amendment No. 1, and the Company’s filings made with the SEC subsequent to the filing of the Amendment No. 1. PART IV Item 15. Exhibits and Financial Statement Schedules (a)(1) Financial Statements Balance Sheets as of December 31, 2021 and 2020 Statements of Operations for the years ended December 31, 2021 and 2020 Statements of Stockholders’ Equity for the years ended December 31, 2021 and 2020 Statements of Cash Flows for the years ended December 31, 2021 and 2020 2 (b) Exhibits Exhibit No. Description 3.1 Certificate of Incorporation of the Company (1) 3.2 Amendment to the Certificate of Incorporation of the Company (7) 3.3 Certificate of Amendment to the Certificate of Incorporation of the Company (4) 3.4 Certificate of Amendment to the Certificate of Incorporation of the Company (5) 3.5 Amended and Restated By-laws of the Company (8) 4.1 Specimen Stock Certificate (3) 10.2 2015 Omnibus Incentive Plan (9) * 10.3 Bill White Severance Agreement (6) * 10.4 Bryan Lewis Employment Agreement (7) * 10.5 Garrett Gafke Employment Agreement* (10) 14.1 Code of Business Conduct and Ethics (2) 23.1 Consent of EisnerAmper LLP (11) 31.1 Certification of CEO pursuant to Section 302 of The Sarbanes-Oxley Act of 2002 ** 31.2 Certification of CFO pursuant to Section 302 of The Sarbanes-Oxley Act of 2002 ** 32 Certification of CEO and CFO pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (11) 101.INS Inline XBRL Instance Document ** 101.SCH Inline XBRL Taxonomy Extension Schema ** 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase ** 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase ** 101.LAB Inline XBRL Taxonomy Extension Label Linkbase ** 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase ** 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Denotes a management contract or compensatory plan, contract or arrangement. ** Filed herewith. (1) Incorporated by reference to Registration Statement on Form SB-2 (File No. 333-87797) filed September 24, 1999. (2) Incorporated by reference to Registrant’s Annual Report on Form 10-K filed March 30, 2004. (3) Incorporated by reference to Registrant’s Annual Report on Form 10-K filed March 21, 2019. (4) Incorporated by reference to Registrant’s Current Report on Form 8-K filed August 13, 2014. (5) Incorporated by reference to Registrant’s Current Report on Form 8-K filed May 9, 2017. (6) Incorporated by reference to Registrant’s Current Report on Form 8-K filed December 4, 2020. (7) Incorporated by reference to Registrant’s Current Report on Form 8-K filed October 28, 2009. (8) Incorporated by reference to Registrant’s Current Report on Form 8-K filed August 14, 2007. (9) Incorporated by reference to Registrant’s Proxy Statement on Schedule 14A filed March 26, 2021. (10) Incorporated by reference to Registrant’s Form 10-K filed March 31, 2022. (11) Incorporated by reference to Registrant’s Form 10-K/A filed June 9, 2022. 3 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant had duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: June 9, 2022 INTELLICHECK, INC. By: /s/ Bryan Lewis Bryan Lewis Chief Executive Officer and Director 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. INTELLICHECK, INC. Date: June 9, 2022 By: /s/ Bryan Lewis Bryan Lewis Chief Executive Officer and Director (Principal Executive Officer) Date: June 9, 2022 By: /s/ Jeffrey Ishmael Jeffrey Ishmael Chief Financial Officer, Chief Operating Officer Date: June 9, 2022 By: /s/ Guy L. Smith Guy L. Smith, Chairman and Director Date: June 9, 2022 By: /s/ Emil R. Bedard Lt. Gen. Emil R. Bedard, Director Date: June 9, 2022 By: /s/ Jack A. Davis Jack A. Davis, Director Date: June 9, 2022 By: /s/ William P. Georges William P. Georges, Director Date: June 9, 2022 By: /s/ Dylan Glenn Dylan Glenn, Director Date: June __, 2022 By: Amelia L. Ruzzo, Director Date: June 9, 2022 By: /s/ David E. Ullman David E. Ullman, Director 4