What changed in this filing

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Item 9A. Controls and Procedures

2024-03-25 compared with 2023-03-29 · 126 added, 103 removed, 368 unchanged (38% of the section changed)

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OTHER INFORMATION

Insider Trading Arrangements

During the three months ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “ Rule 10b5-1 trading arrangement ” or “ non-Rule 10b5-1 trading arrangement ,” as each term is defined in Item 408 of Regulation S-K.

DICLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

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Executive Officers and Directors

Our business affairs are managed under the direction of our board of directors, which is currently composed of four members.

Our business affairs are managed under the direction of our board of directors, which currently consists of four members.

Each director’s term will continue until the election and qualification of his or her successor, or his or her earlier death, resignation, or removal.

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Bronson has focused on strategic matters, mission-critical decisions, and the identification of potential acquisitions and business partnership opportunities.

In July 2013, Mr.

Bronson assumed the positions of President and CEO of Qualstar Corporation (OTCMKTS:

Bronson assumed the positions of President and CEO and became a director of Qualstar Corporation (OTCMKTS:

QBAK)—a high-quality tape library manufacturer—and its subsidiary N2Power, a manufacturer of high efficiency power supplies for diverse electronics industries.

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Since 2008, Mr.

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

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

BKFG) a publicly traded company operating through its wholly owned subsidiaries, BKF Asset Holdings, Inc., which invests in publicly and privately owned businesses, and Bronson Financial LLC, a FINRA member investment banking firm (providing M&A advisory and capital raising services to lower and middle-market companies).

In addition, Mr.

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

from September 1996 to July 2000.

During a restructuring period spanning August 1998 to May 1999, he was appointed Mikron’s Chairman and CEO.

Bronson served on the

board of Mikron Infrared Instruments, Inc.

from 1996 to 2000.

During a restructuring period in 1998 and 1999, he was appointed Mikron’s Chairman and CEO.

Bronson led the effort of recruiting a top-notch management team, eventually increasing the company’s revenue by 500 percent;

it was sold in April 2007.

Bronson is also the Chairman, President, and Chief

Executive Officer of Ridgefield Acquisition Corp.

it was sold in 2007.

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

RDGA) since 1996.

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is a public shell that is seeking a merger, acquisition, or business combination with a viable operating entity.

Bronson currently holds the Series 4, 7, 24, 27, 53, 55, and 79 licenses.

Bronson currently holds the Series 4, 7, 24, 27, 53, 55, and 79 securities licenses.

Hoffman has served as our Chief Financial Officer since November 2020, joining Interlink with more than two decades of auditing and professional services experience accrued at two top global public accounting firms.

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Prior to that, he worked for the Big Four accounting firm Ernst & Young.

Hoffman graduated with a degree in accounting from Chapman University and is a licensed CPA.

He is also the Chief Financial Officer of Qualstar Corporation (OTCMKTS:

QBAK) and BKF Capital Group, Inc.

Hoffman graduated with a degree in accounting from Chapman University and is a licensed CPA (inactive).

He is also the Chief Financial Officer of BKF Capital Group, Inc.

and served as the Chief Financial Officer of Qualstar Corporation through August 2023.

Gene Chen, PhD .

Chen joined Interlink in May 2021 as our Vice President of Engineering & Advanced Materials.

Chen has more than two decades of experience in advanced materials and electronic devices and has taken leadership roles in a wide variety of technical fields, including force sensing and human machine interface (HMI) technology.

Chen has more than two decades of experience in advanced materials and electronic devices and has taken leadership roles in a wide variety of technical fields, including force-sensing and HMI technology.

Prior to joining Interlink, from 2016 to 2021 he was CTO at force-sensor company New Degree Technology, where he led its R&D and product development teams.

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Chen has also served on numerous grant review panels for the National Science Foundation and Department of Energy.

Chen earned a doctorate of philosophy in electrical engineering – focusing on electro-physics and microelectronics – from the University of Maryland, College Park.

Chen earned a PhD in electrical engineering – focusing on electro-physics and microelectronics – from the University of Maryland, College Park.

An active member of the scientific community, he holds 14 patents, has published 17 scientific papers, and has sat on multiple peer review panels.

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Fregosi joined our board of directors in February 2021.

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.

Fregosi has served as a member of the Board of Home Point Mortgage Acceptance Corp.

Prior to joining Home Point Capital, Ms.

Fregosi served as Chief Capital Markets Officer for Hamilton Group Funding, a retail mortgage loan originator.

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.

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.

Fregosi holds a Master of Business Administration in Finance from the University of Rochester’s Simon School and is a Summa Cum Laude graduate with a Bachelor of Arts in Economics from SUNY Buffalo State College.

Fregosi presently serves as Executive Vice President – Operations at Lennar Mortgage, a division of Lennar Corporation (NYSE:LEN and LEN.B), with a focus on the finance and secondary market divisions.

She previously served as Chief Investment Officer and founding member of Homepoint (NASDAQ:

HMPT), a national residential mortgage originator and servicer, where she was responsible for the company’s balance sheet, servicing asset, correspondent division and investments.

Prior to her tenure at Homepoint, Ms.

Fregosi held a number of finance positions at a variety of firms, including Catalyst Financial, BKF Capital Group and ABN AMRO Bank.

She earned an MBA in finance from the University of Rochester’s Simon School and graduated summa cum laude with a BA in Economics from SUNY Buffalo State College.

Fregosi was selected to serve on our board of directors because of her extensive business experience in working with publicly held companies in the investment banking and financial services industries.

Hou joined our board of directors in June 2020.

Hou presently is the CEO and Co-Founder of MREN, Inc., an enterprise technology platform serving the commercial real estate industry since 2013.

Hou has over 30 years of business and entrepreneurial experience in finance, technology, and management.

Prior to MREN, Ms.

Hou was the CEO and Co- Founder of RAISC, Inc., a tech-enabled bank distressed asset platform that centralized data for over $3B of commercial real estate assets and supported the disposition of over $1.5B of assets.

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 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.

Hou holds a Bachelor of Science degree from Cornell University’s School of Hotel Administration with Distinction.

Hou presently serves as the COO and Head of Hospitality at Inhabitr, an AI powered furnishing platform for commercial real estate.

Prior to joining Inhabitr, Ms.

Hou was the Head of Product Development for Real Assets in Americas at Apex Group, one of the largest solution providers for financial institutions globally, with $3 trillion of assets under administration.

In addition, she is the cofounder and CEO of MREN, a cloud-based commercial real estate market network.

Hou spent 10 years on Wall Street (DLJ, Lehman, Barclays), where she closed $10 billion in RE transactions.

She has also spent time in leadership positions in the information technology and service industries.

She brings valuable experience to the board and a wealth of business development skills, including investor relations, management, structured finance, dispositions, and joint ventures.

She is a proud graduate of Cornell University and continues to give back to her alma mater as a volunteer board director of the Cornell Asian Alumni Association.

Hou was selected to serve on our board of directors because of her extensive business experience in working with technology companies, as both a Wall Street banker and entrepreneur.

Wolenski joined our board of directors in June 2020.

He currently serves as President and on the Board of Directors of Electro-Mechanical Products, Inc., a privately held company engaged in the manufacture of precision-machined components and thermal management systems for the semiconductor, laser, and medical device industries.

From 1996 to 2000, Mr.

Wolenski was Chief Executive Officer of OZO Automation, Inc.

OZOA), a publicly-traded company that produced robotic workstations for the electronics industry.

As Chief Executive Officer, he also managed the sale of OZO’s assets to JOT Automation of Olunsalo, Finland, and served as President of their Depaneling subsidiary from 2000 to 2001.

From 1983 to 1996, Mr.

Wolenski held various positions with Johns Manville Corporation, a worldwide leader in fiberglass insulations and engineered products, which included managerial assignments in manufacturing, business development, and quality assurance.

Wolenski currently serves on the board of directors of Qualstar Corporation (OTCMKTS:

QBAK), a position he has held since 2013.

His past board affiliations have included OZO Automation, Inc., where he was a director from 1996 to 1999, and Bio-Medical Automation, Inc., where he was a director from 1999 to 2000.

Wolenski serves as President of Electro-Mechanical Products, Inc., a privately held company engaged in the manufacture of precision-machined components and thermal management systems for the semiconductor, laser, and medical device industries.

From 1996 to 2000, he served as CEO of OZO Automation, a public company that designed and produced robotic workstations used in the manufacture of cell phones and related electronic subsystems.

Wolenski also serves as Chairman of the Board of Qualstar Corporation.

Wolenski holds a BS degree in Mechanical Engineering from the University of Colorado at Boulder and an MBA from the University of Colorado at Denver.

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We will post amendments to our Code of Business Conduct and Ethics or waivers of our Code of Business Conduct and Ethics for directors and executive officers on the same website.

A copy of the Code of Business Conduct and Ethics will be provided, without charge, to any shareholder who sends a written request to our Chief Financial Officer at Interlink Electronics, Inc., 1 Jenner, Suite 200, Irvine, CA 92618.

Stockholder Recommendations and Nominations of Candidates for Election to the Board of Directors

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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.

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.

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.

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.

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An eligible stockholder who wishes to submit a nomination should review the statutory requirements for nominations by stockholders.

Any nomination should be sent in writing to the company, addressed to the attention of the Secretary at Interlink Electronics, Inc., 1 Jenner, Suite 200, Irvine, California 92618.

Any nomination should be sent in writing to the company, addressed to the attention of the Secretary at Interlink Electronics, Inc., 15707 Rockfield Boulevard, Suite 105, Irvine, California 92618.

The notice must comply with applicable federal and state law.

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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.

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

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

Accordingly, a portion his compensation is charged to Qualstar Corporation and BKF Capital Group, Inc.

based on the approximate amount of time Mr.

Hoffman devotes to Interlink, Qualstar Corporation, and BKF Capital Group, Inc.

Hoffman also serves as Chief Financial Officer for BKF Capital Group, Inc., and served as the Chief Financial Officer for Qualstar Corporation through August 2023.

Accordingly, a portion his compensation is charged to BKF Capital Group, Inc.

and Qualstar Corporation based on the approximate amount of time Mr.

Hoffman devotes to Interlink, BKF Capital Group, Inc., and Qualstar Corporation.

The amounts presented in this table represent the net portion of his compensation charged to and incurred by Interlink.

Chen joined Interlink in May 2021.

Outstanding Equity Awards at Fiscal Year End

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We entered into an employment agreement with Steven N.

Bronson, our Chairman, President and Chief Executive Officer, on July 7, 2016.

Bronson, our Chairman, President and Chief Executive Officer, in 2016.

The employment agreement was for an original term of one year and automatically renews for additional one-year periods unless either party elects not to renew or it is otherwise terminated, in either case pursuant to its terms.

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Hoffman, our Chief Financial Officer, in November 2020.

The employment arrangement provides for an annual base salary, which currently is $245,000, and a discretionary annual bonus.

Hoffman also serves as Chief Financial Officer for Qualstar Corporation and BKF Capital Group, Inc., a portion his compensation is charged to Qualstar Corporation and BKF Capital Group, Inc.

based on the approximate amount of time Mr.

Hoffman devotes to Interlink, Qualstar Corporation, and BKF Capital Group, Inc.

The employment arrangement provides for an annual base salary, which currently is $245,000 (including compensation received from BKF Capital Group, Inc.), and a discretionary annual bonus.

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

(and also previously served as Chief Financial Officer for Qualstar Corporation), a portion of his compensation is charged to BKF Capital Group, Inc.

and Qualstar Corporation based on the approximate amount of time Mr.

Hoffman devotes to Interlink, BKF Capital Group, Inc., and Qualstar Corporation.

Hoffman’s employment arrangement provides for “at will” employment and may be terminated at any time by either party.

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Chen is not entitled to any termination or “change of control” payments or benefits under his employment agreement.

Adoption of Compensation Recovery Policy

The Nasdaq Stock Market LLC (“Nasdaq”) recently adopted new listing rules related to the recovery of erroneously awarded compensation, commonly referred to as a “clawback” policy.

Pursuant to Nasdaq Rule 5635, companies listed on Nasdaq are required to adopt and disclose a policy for the recovery of incentive-based compensation in the event of a financial restatement due to material noncompliance with financial reporting requirements.

In compliance with Nasdaq rules, our Board of Directors has approved and adopted a compensation clawback policy (the “Compensation Recovery Policy”).

The policy is designed to enable us to recover incentive-based compensation, including bonuses, stock awards, and other incentive-based payments, from current and former executive officers in the event of a financial restatement resulting from material noncompliance with financial reporting requirements, as determined by the Board.

A copy of the policy is included as Exhibit 97.1 to this Form 10-K.

The policy includes provisions specifying the circumstances under which recovery may be triggered, the types of compensation subject to recovery, the procedures for determining the amount to be recovered, and the mechanisms for implementing the recovery process.

The policy is intended to align with Nasdaq’s requirements while also ensuring fairness and consistency in our compensation practices.

We believe that the adoption of the Compensation Recovery Policy enhances transparency and accountability in our executive compensation practices and demonstrates our commitment to upholding strong corporate governance standards.

The policy reflects our commitment to maintaining integrity in our financial reporting and ensuring that executive compensation is tied to the achievement of long-term, sustainable performance goals.

Pension Benefits and Nonqualified Deferred Compensation

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However, we did not deem such shares outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Interlink Electronics, Inc., 1 Jenner, Suite 200, Irvine, California 92618.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Interlink Electronics, Inc., 15707 Rockfield Boulevard, Suite 105, Irvine, California 92618.

Beneficially Owned

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BKF Asset Holdings, Inc.

(1) Consists of (i) 4,249,040 shares of common stock held by Mr.

Bronson individually and jointly with his spouse, (ii) 993,658 shares of common stock held by BKF Asset Holdings, Inc.

and (iii) 206,000 shares of common stock held separately by Mr.

Bronson’s spouse.

(1) The numbers of shares of common stock in this table have been retroactively adjusted to reflect the 50% common stock dividend declared and paid in March 2024, which is accounted for as a stock split effected in the form of a stock dividend.

On December 31, 2023, before the effect of the stock dividend, there were 6,573,570 shares of common stock outstanding which was adjusted to 9,860,355 for purposes of this table.

(2) Consists of (i) 340,350 shares held by Mr.

Bronson individually, (ii) 6,033,210 shares held by SB4 Investments, LLC, of which Mr.

Bronson is the managing member, (iii) 1,490,487 shares held by BKF Asset Holdings, Inc., (iv) 309,000 shares held separately by Mr.

Bronson’s former spouse, and (v) 19,673 shares of common stock held separately by Mr.

Bronson’s parents.

Bronson has voting and/or dispositive power over the shares held by his former spouse and his parents.

BKF Asset Holdings, Inc.

is a wholly owned subsidiary of BKF Capital Group, Inc.

Bronson, Chairman, Chief Executive Officer and majority stockholder of BKF Capital Group, Inc., has voting and dispositive power with respect to these securities.

(3) Consists of (i) 11,774 shares of common stock held Ms.

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The following table summarizes certain information about our equity compensation plans as of December 31, 2023.

Available for

Securities to

Future Issuance

be Issued Upon

Exercise Price

of Outstanding

Plans (Excluding

Number of Securities

Remaining Available for

Number of Securities to be

Weighted Average Exercise

Future Issuance Under

Issued Upon Exercise of

Price of Outstanding

Equity Compensation Plans

Outstanding Options,

Options, Warrants and

(Excluding Securities

Warrants and Rights

Reflected in Column (a))

Plan Category

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Bronson serves as President and Chief Executive Officer and as a Director of Qualstar and as the Chairman of the Board and Chief Executive Officer of BKF Capital.

Hoffman serves as Chief Financial Officer of each of Qualstar and BKF Capital.

Hoffman serves as Chief Financial Officer of BKF Capital and served as Chief Financial Officer of Qualstar through August 2023.

We have entered into the following cost sharing arrangements with Qualstar and BKF Capital:

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We have facilities agreements with both Qualstar and BKF Capital to allow each the use of a portion of the office leased by us in Irvine, 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 years ended December 31, 2022 and 2021, we billed Qualstar $54 thousand and $54 thousand, respectively, for Qualstar’s use of our Irvine office facility.

For the years ended December 31, 2022 and 2021, we billed BKF Capital $6 thousand and $3 thousand, respectively, for BKF Capital’s use of our Irvine office facility.

For the years ended December 31, 2023 and 2022, we billed

Qualstar $37,000 and $54,000, respectively, for Qualstar’s use of our Irvine office facility.

For the years ended December 31, 2023 and 2022, we billed BKF Capital $5,000 and $6,000, respectively, for BKF Capital’s use of our Irvine office facility.

Camarillo, California Facility:

We have a facilities agreement with Qualstar to allow us to use a portion of the office and warehouse facility leased by Qualstar in Camarillo, 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 years ended December 31, 2022 and 2021, we incurred $73 thousand and $72 thousand, respectively, for our use of Qualstar’s Camarillo facility.

For the years ended December 31, 2023 and 2022, we incurred $75,000 and $73,000, 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.

Until the termination of the lease for such facility in August 2023, we had a facilities agreement with Qualstar to allow it the use of a portion of the office previously leased by us in Los Angeles, California, and we had 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, 2023 and 2022, we billed Qualstar $9,000 and $8,000, respectively, for Qualstar’s use of our former Los Angeles office facility.

Consulting Agreements:

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Pursuant to the consulting agreements, certain of the parties’ respective employees and independent contractors provide operational, sales, marketing, general and administrative services to the other entity.

Interlink provided such consulting services to Qualstar in the amounts of $646 thousand and $756 thousand for the years ended December 31, 2022 and 2021, respectively.

Interlink provided such consulting services to BKF Capital in the amounts of $73 thousand and $65 thousand for the years ended December 31, 2022 and 2021, respectively.

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.

Interlink provided such consulting services to Qualstar in the amounts of $671,000 and $646,000 for the years ended December 31, 2023 and 2022, respectively.

Interlink provided such consulting services to BKF Capital in the amounts of $0 and $73,000 for the years ended December 31, 2023 and 2022, respectively.

Qualstar provided such consulting services to Interlink in the amounts of $22,000 and $12,000 for the years ended December 31, 2023 and 2022, respectively.

BKF Capital provided such consulting services to Interlink in the amounts of $73,000 and $26,000 for the years ended December 31, 2023 and 2022, 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 years ended December 31, 2022 and 2021, we incurred $120 thousand and $60 thousand for services rendered under this agreement.

We have entered into a M&A advisory consulting services agreement with Bronson Financial LLC, a wholly owned subsidiary of BKF Capital, pursuant to which Bronson Financial LLC provides mergers and acquisitions advisory consulting services to Interlink for $10,000 per month.

For each of the years ended December 31, 2023 and 2022, we incurred $120,000 for services rendered under this agreement.

Expense Reimbursements:

Additionally, the parties occasionally pay expenses on behalf of one another, for which each party reimburses the other party correspondingly.

We incurred reimbursable expenses on behalf of Qualstar in the amounts of $90 thousand and $82 thousand for the years ended December 31, 2022 and 2021, respectively.

We incurred reimbursable expenses on behalf of BKF Capital in the amounts of $23 thousand and $13 thousand for the years ended December 31, 2022 and 2021, respectively.

Qualstar incurred reimbursable expenses on behalf of us in the amounts of $11 thousand and $16 thousand for the years ended December 31, 2022 and 2021, respectively.

We incurred reimbursable expenses on behalf of Qualstar in the amounts of $43,000 and $90,000 for the years ended December 31, 2023 and 2022, respectively.

We incurred reimbursable expenses on behalf of BKF Capital in the amounts of $38,000 and $23,000 for the years ended December 31, 2023 and 2022, respectively.

Qualstar incurred reimbursable expenses on behalf of us in the amounts of $35,000 and $11,000 for the years ended December 31, 2023 and 2022, respectively.

BKF Capital did not incur any reimbursable expenses on behalf of us in the years ended December 31, 2023 and 2022.

Indemnification Agreements

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Our common stock is listed on the Nasdaq Capital Market.

Under the rules of The Nasdaq Stock Market, LLC, or Nasdaq, independent directors must comprise a majority of a listed company’s board of directors.

In addition, the Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent.

Under the Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Under the rules of The Nasdaq Stock Market, LLC (“Nasdaq”), independent directors must comprise a majority of a listed company’s board of directors.

In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance

committees be independent.

Under Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise or interfere with such director’s ability to exercise independent judgment in carrying out his or her responsibilities.

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These services may include audit services, audit-related services, tax services and other services.

Before the establishment of our audit committee in July 2020, the duties and responsibilities of the audit committee were performed by our full board of directors.

Before engagement of the independent registered public accounting firm for the next fiscal year’s audit, the independent registered public accounting firm submits a detailed description of services expected to be rendered during that year for each of the following categories of services to the audit committee for approval:

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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.

for the fiscal years ended December 31, 2023 and 2022 were pre-approved by the audit committee.

Fees Paid to Independent Registered Public Accounting Firm

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.

as our independent registered public accounting firm, and we dismissed Macias Gini & O’Connell LLP as our independent registered public accounting firm.

conducted the audits of our financial statements for the fiscal years ended December 31, 2023 and 2022 and conducted the reviews of our financial statements included in our Quarterly Reports on Form 10-Q filed during 2023.

Macias Gini & O’Connell LLP conducted the reviews of our financial statements included in our Quarterly Reports on Form 10-Q filed during 2022.

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.

for professional services for the fiscal years ended December 31, 2023 and 2022.

Audit Fees (1)

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All Other Fees (4)

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.

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

Macias Gini & O’Connell LLP did not provide professional services to us during 2023.

Audit Fees (1)

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Exhibit Description

Share Purchase Agreement dated March 17, 2023 by and among the Registrant and the shareholders of Calman.

March 23, 2023

Asset Purchase Agreement dated December 16, 2022 by and among the Registrant, SPEC Sensors, LLC, KWJ Engineering, Inc., and the members of SPEC and shareholders of KWJ.

December 22, 2022

Articles of Incorporation of the Registrant

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October 25, 2021

Certificate of Amendment of Certificate of Designations of Series A preferred Stock

November 23, 2021

Bylaws of the Registrant

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February 17, 2016

Description of Securities

Form of Indemnification Agreement between the Registrant and each of its directors and officers

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June 22, 2016

Sublease, dated June 8, 2020, by and between Overland, Pacific & Cutler, LLC and Interlink Electronics, Inc.

August 4, 2020

Employment Offer Letter, dated November 4, 2020, between the Registrant and Ryan J.

1 unchanged sentence

List of Subsidiaries

Consent of Macias Gini & O’Connell LLP

Consent of RBSM LLP

Consent of LMHS, P.C.

Power of Attorney (included on signature page)

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Interlink Electronics, Inc.

Compensation Recovery Policy

XBRL Instance Document

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XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K.

Interlink will furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

Interlink may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

Each a management contract or compensatory plan or arrangement required to be filed as an exhibit to this annual report on Form 10-K.

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under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

FORM 10-K SUMMARY

ITEM 16 – FORM 10-K SUMMARY

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.

18 unchanged sentences

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