What changed in this filing

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Item 9A. Controls and Procedures

2023-03-29 compared with 2022-03-29 · 31 added, 36 removed, 440 unchanged (13% of the section changed)

17 unchanged sentences

Our management, including our CEO and CFO, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

A control system, no matter how well designed and operated, can provide only

reasonable, not absolute, assurance that the control system’s objectives will be met.

Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.

26 unchanged sentences

He immediately initiated a turnaround strategy, implementing cost-cutting measures and aggressive sales efforts.

Since October 2008, Mr.

Since 2008, Mr.

Bronson has held the position of Chairman, President, and CEO of BKF Capital Group, Inc.

1 unchanged sentence

In addition, Mr.

Bronson served on the

board of Mikron Infrared Instruments, Inc.

Bronson served on the board of Mikron Infrared Instruments, Inc.

from September 1996 to July 2000.

2 unchanged sentences

it was sold in April 2007.

Bronson is also the Chairman, President, and Chief Executive Officer of Ridgefield Acquisition Corp.

Bronson is also the Chairman, President, and Chief

Executive Officer of Ridgefield Acquisition Corp.

RDGA) since 1996.

21 unchanged sentences

Fregosi joined our board of directors in February 2021.

Fregosi is Chief Investment Officer of Home Point Capital Inc.

(NASDAQ:HMPT), a leading residential mortgage originator and servicer, where she is responsible for managing and monitoring the company’s investments.

Fregosi previously served as Chief Investment Officer of Home Point Capital Inc.

(NASDAQ:HMPT) from 2020 to 2022, a leading residential mortgage originator and servicer, where she was responsible for managing and monitoring the company’s investments.

Fregosi is a founding member of Home Point Capital, and previously served as its Chief Financial Officer from 2018 to 2020 as well as its Chief Strategy Officer and Chief Capital Markets Officer from 2015 to 2018.

3 unchanged sentences

In addition, Ms.

Fregosi previously served as the Chief Operating Officer and Chief Compliance Officer of Catalyst Financial, a full-service value-based investment banking firm, and simultaneously the Chief Operating Officer for BKF Capital Group, Inc., a publicly traded investment company founded by Steven Bronson, our Chief Executive Officer.

Fregosi also served as Chief Operating Officer and Chief Financial Officer of Client First Settlement Funding, a boutique specialty finance company, and as an Executive Vice President at ABN AMRO Bank.

7 unchanged sentences

In addition, Ms.

Hou spent over 10 years on Wall Street where she held various debt and equity investment positions at Donaldson, Lufkin & Jenrette, Lehman Brothers and served as the Head of Hospitality Practice at

Barclays Capital.

Hou spent over 10 years on Wall Street where she held various debt and equity investment positions at Donaldson, Lufkin & Jenrette, Lehman Brothers and served as the Head of Hospitality Practice at Barclays Capital.

Hou is currently on the Board of Cornell Asian Alumni Association as the Vice President of University Relations and had previously served on the Board of Country Montessori School.

32 unchanged sentences

Other than the foregoing, there are no stated minimum criteria for director nominees, although the nominating and governance committee may also consider other factors that it may deem, from time to time, in our and our stockholders’ best interests.

The nominating and governance committee may also take measures that it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the nominating and governance committee, the board of directors, or management.

engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the nominating and governance committee, the board of directors, or management.

Although the board of directors does not maintain a specific policy with respect to board diversity, the board of directors believes that the board should be a diverse body, and the nominating and governance committee considers a broad range of backgrounds and experiences.

33 unchanged sentences

The compensation committee of our board of directors is responsible for the executive compensation programs for our executive officers and reports to the board on its discussions, decisions and other actions.

Typically, our chief executive officer makes recommendations to our compensation committee, often attends committee meetings and is involved in the determination of compensation for the executive officers that report to him, except that he does not make recommendations as to his own compensation.

Typically, our chief executive officer makes recommendations to our compensation committee, often attends committee meetings and is involved in the determination of

compensation for the executive officers that report to him, except that he does not make recommendations as to his own compensation.

Our chief executive officer makes recommendations to our compensation committee regarding short-term and long-term compensation for all executive officers, excluding himself, based on our results, an individual executive officer’s contribution toward these results and performance toward individual goal achievement.

16 unchanged sentences

(2) Consists of the taxable cost of group term life insurance coverage, 401(k) employer matching contributions, and other miscellaneous compensation.

Hoffman joined Interlink in November 2020.

Hoffman also serves as Chief Financial Officer for Qualstar Corporation and BKF Capital Group, Inc.

49 unchanged sentences

Stock Awards (1)(2)

Fregosi (2)(3)

(1) Represents awards of our common stock.

5 unchanged sentences

Fregosi received 600 shares of our common stock as partial payment of their annual compensation for service on our board of directors.

Fregosi became a director in February 2021.

Fregosi received an initial award of 343 shares of our common stock in March 15, 2021 as part of her initial compensation for joining our board of directors.

No director held stock options or restricted stock awards as of December 31, 2022.

74 unchanged sentences

For the years ended December 31, 2022 and 2021, we incurred $73 thousand and $72 thousand, respectively, for our use of Qualstar’s Camarillo facility.

Los Angeles, California Facility:

Commencing in March 2022, we have a facilities agreement with Qualstar to allow it the use of a portion of the office leased by us in Los Angeles, California, and we have agreed to split substantially all rent and lease-related costs on an apportioned basis according to the approximate relative usage levels by each entity.

For the year ended December 31, 2022, we billed Qualstar $8 thousand for Qualstar’s use of our Los Angeles office facility.

Consulting Agreements:

4 unchanged sentences

Qualstar provided such consulting services to Interlink in the amounts of $12 thousand and $14 thousand for the years ended December 31, 2022 and 2021, respectively.

BKF Capital provided such consulting services to Interlink in the amounts of $26 thousand and $0 thousand for the years ended December 31, 2022 and 2021, respectively.

M&A Advisory Consulting Agreement:

Effective July 2021, we entered into a M&A advisory consulting services agreement with Bronson Financial LLC, a wholly owned subsidiary of BKF Capital, in which Bronson Financial LLC provides mergers and acquisitions advisory consulting services to Interlink for $10 thousand per month.

For the year ended December 31, 2021, we incurred $60 thousand for services rendered under this agreement.

For the years ended December 31, 2022 and 2021, we incurred $120 thousand and $60 thousand for services rendered under this agreement.

Expense Reimbursements:

4 unchanged sentences

Indemnification Agreements

We have entered into indemnification agreements with each of our current directors and executive officers.

The indemnification agreements and our articles of incorporation and by-laws require us to indemnify our directors and officers to the fullest extent permitted by Nevada law.

Pursuant to our bylaws, we will indemnify our directors and executive officers to the fullest extent permitted by Nevada law, without limitation as to amount or duration, in the event of any actual or threatened lawsuit or proceeding.

Policies and Procedures for Related Party Transactions

37 unchanged sentences

Any proposed services exceeding these levels or amounts require specific pre-approval by the audit committee, or the audit committee chair.

All fees paid to Macias Gini & O’Connell LLP (the Company's current independent registered public accounting firm) and RBSM LLP (the Company's former independent registered public accounting firm) for the fiscal years ended December 31, 2021 and 2020 were pre-approved by the audit committee or, before establishment of our audit committee in July 2020, by the full board of directors in accordance with the process described in the policy above.

All fees paid to LMHS, P.C.

(the Company’s current independent registered public accounting firm) and Macias Gini & O’Connell LLP (the Company’s former independent registered public accounting firm) for the fiscal years ended December 31, 2022 and 2021 were pre-approved by the audit committee.

Fees Paid to Independent Registered Public Accounting Firm

On November 24, 2021, RBSM LLP resigned as the Company’s independent registered public accounting firm, effective on December 15, 2021.

On January 19, 2022, the Company engaged Macias Gini & O’Connell LLP as our independent registered public accounting firm, and Macias Gini & O’Connell LLP conducted the audit of our financial statements for the fiscal year ended December 31, 2021.

The following table presents fees billed to us by Macias Gini & O’Connell LLP for professional services rendered during the fiscal year ended December 31, 2021.

Macias Gini & O’Connell LLP did not provide professional services to us during 2020.

On January 10, 2023, we engaged LMHS, P.C.

as our independent registered public accounting firm for our fiscal year ended December 31, 2022, and we dismissed Macias Gini & O’Connell LLP as our independent registered public accounting firm.

Macias Gini & O’Connell LLP conducted the audit of our financial statements for the fiscal year ended December 31, 2021.

The following table presents fees billed to us by LMHS, P.C.

for professional services rendered during the fiscal year ended December 31, 2022.

did not provide professional services to us during 2021.

Audit Fees (1)

1 unchanged sentence

All Other Fees (4)

(1) “Audit Fees” consist of fees for professional services rendered in connection with the audit of our annual consolidated financial statements, review of our quarterly financial statements presented in our quarterly reports on Form 10-Q, and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements for the fiscal year.

(2) “Audit-Related Fees” consist of fees incurred for professional services that are reasonably related to the performance of the audit or review of the company’s financial statements.

(3) “Tax Fees” consist of fees incurred for professional services rendered in connection with tax audits, tax compliance, and tax consulting and planning.

(4) “All Other Fees” relate to professional services not included in the categories above, including services related to other regulatory reporting requirements.

The following table presents fees billed to us by RBSM LLP for professional services for the fiscal years ended December 31, 2021 and 2020.

The following table presents fees billed to us by Macias Gini & O’Connell LLP for professional services for the fiscal years ended December 31, 2022 and 2021.

Audit Fees (1)

3 unchanged sentences

(2) “Audit-Related Fees” consist of fees incurred for professional services that are reasonably related to the performance of the audit or review of the company’s financial statements.

Audit-related fees for 2021 include fees for professional services rendered in connection with registration of shares pursuant to our registration statements on Form S-3 that we filed with the SEC during 2021.

Audit-related fees for 2020 include fees for professional services rendered in connection with the registration of shares pursuant to our registration statement on Form S-8 that we filed with the SEC during 2020.

(3) “Tax Fees” consist of fees incurred for professional services rendered in connection with tax audits, tax compliance, and tax consulting and planning.

(4) “All Other Fees” relate to professional services not included in the categories above, including services related to other regulatory reporting requirements.

All other fees for 2020 include reimbursement of direct, out-of-pocket expenses.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

57 unchanged sentences

/s/ Steven N.

Chief Executive Officer, President and Chairman of

Chief Executive Officer, President and Chairman of the Board of Directors (Principal Executive Officer)

March 29, 2023

the Board of Directors

(Principal Executive Officer)

Chief Financial Officer and Secretary

March 29, 2022

( Principal Financial and Accounting Officer )

2 unchanged sentences

March 29, 2023

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