What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-27 compared with 2024-03-25 · 50 added, 92 removed, 402 unchanged (26% of the section changed)

36 unchanged sentences

Chief Financial Officer and Secretary

Gene Chen, PhD

Vice President of Engineering & Advanced Materials

Executive Officers

Bronson has over 35 years of business and entrepreneurial experience.

His successful background in investment banking, operations, and management has led him to acquire meaningful stakes in several promising technology companies and assuming CEO roles.

Bronson became the Chairman and CEO of Interlink Electronics in 2010.

His successful background in investment banking, operations, and management has led him to acquire meaningful stakes in several promising technology companies and assume CEO roles.

Bronson became the Chairman and CEO of Interlink Electronics, Inc.

Less than a year later, in 2011, he also took on the role of President, bringing both his operational and financial expertise to the company.

Since successfully returning Interlink’s business to profitability, Mr.

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

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

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

3 unchanged sentences

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).

BKFG) a publicly traded company operating through its wholly owned subsidiary, BKF Asset Holdings, Inc., which invests in publicly and privately owned businesses.

In addition, Mr.

Bronson served on the

board of Mikron Infrared Instruments, Inc.

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

from 1996 to 2000.

6 unchanged sentences

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 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.

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

He previously spent 16 years at the accounting firm RSM US LLP and was a partner there for his last five years.

2 unchanged sentences

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 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.

Prior to that, he is the founding member of Pixelligent Technologies, LLC and served as VP of Engineering from 2009 to 2016.

His diverse, interdisciplinary background has also included roles managing projects working on nanomaterials and advanced materials for applications ranging from LEDs and OLEDs to semiconductors to dielectric coatings for spaceships.

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

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.

Chen leads Interlink’s R&D and materials science laboratory in Camarillo, California, and directs Interlink’s global engineering team.

He is also the Acting Chief Financial Officer of Qualstar Corporation and the Chief Financial Officer of BKF Capital Group, Inc.

Non-Employee Directors

Fregosi joined our board of directors in February 2021.

Fregosi joined our Board in February 2021.

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.

5 unchanged sentences

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 joined our Board in 2020.

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

7 unchanged sentences

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.

Wolenski joined our Board in 2020.

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.

7 unchanged sentences

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., 15707 Rockfield Boulevard, Suite 105, Irvine, CA 92618.

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., 48389 Fremont Boulevard, Suite 110, Fremont, California 94538.

Insider Trading Policies and Procedures

Interlink maintains an insider trading policy governing the purchase, sale, and other dispositions of Interlink’s securities by all directors, officers, and employees, and certain consultants, agents and independent contractors of Interlink and its subsidiaries.

In addition, with regard to Interlink trading in its own securities, we comply with the federal securities laws and the applicable exchange listing requirements.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

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

17 unchanged sentences

The nominating and governance committee will consider candidates for nomination to the Board of Directors recommended by any stockholder holding at least one percent (1%) of the fully diluted capitalization of Interlink for at least twelve months prior to the date that the recommendation is submitted.

The committee will evaluate recommendations in accordance with its charter, our bylaws, our policies and procedures for director candidates, as well as the nominee criteria described above.

The committee will evaluate recommendations in accordance with its charter, our bylaws, our

policies and procedures for director candidates, as well as the nominee criteria described above.

This process is designed to ensure that the Board of Directors includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business.

5 unchanged sentences

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., 15707 Rockfield Boulevard, Suite 105, Irvine, California 92618.

Any nomination should be sent in writing to the company, addressed to the attention of the Secretary at Interlink Electronics, Inc., 48389 Fremont Boulevard, Suite 110, Fremont, California 94538.

The notice must comply with applicable federal and state law.

29 unchanged sentences

As a “smaller reporting company,” as such term is defined in the rules promulgated under the Exchange Act, we are required to provide compensation disclosure for our principal executive officer and the two most highly compensated executive officers other than our principal executive officer.

Throughout this proxy statement, these three officers are referred to as our “named executive officers.”

During 2024, only two persons served as executive officers of Interlink.

Compensation (1)

2 unchanged sentences

Chief Financial Officer

Gene Chen, PhD

Vice President of Engineering & Advanced Materials

(1) Consists of discretionary cash bonuses awarded by our compensation committee.

(1) 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 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.

Hoffman also serves as Acting Chief Financial Officer for Qualstar Corporation and Chief Financial Officer for 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.

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

20 unchanged sentences

Hoffman, our Chief Financial Officer, in November 2020.

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.

The employment arrangement provides for an annual base salary, which currently is $252,350 (including compensation received from Qualstar Corporation and BKF Capital Group, Inc.), and a discretionary annual bonus.

Hoffman also serves as Chief Financial Officer for Qualstar Corporation and BKF Capital Group, Inc., a portion of 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’s employment arrangement provides for “at will” employment and may be terminated at any time by either party.

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

Gene Chen, PhD

We entered into an employment arrangement with Dr.

Chen, our Vice President of Engineering & Advanced Materials, in May 2021.

The employment arrangement provides for an annual base salary, which currently is $165,000 and a discretionary annual bonus.

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

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.

The Nasdaq Stock Market LLC (“Nasdaq”) Rule 5635 relates 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.

1 unchanged sentence

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.

7 unchanged sentences

All participants’ interests in their deferrals are 100% vested when contributed.

The 401(k) plan permits us to make matching contributions and profit-sharing contributions to eligible participants.

The match is limited to 50% of base salary up to $5,000.

The Company makes matching contributions in an amount equal to 50% of the participant’s deferral contributions, up to $5,000 per participant per year.

Non-Employee Director Compensation

20 unchanged sentences

● Cash Compensation .

Each Outside Director receives an annual retainer of $10,000 in cash for serving on our board of directors, or the Annual Fee.

Each Outside Director receives an annual retainer of $10,000 in cash (the “Annual Fee”) for serving on our Board of Directors.

The Annual Fee is paid in quarterly installments to each Outside Director who has served in the relevant capacity for the immediately preceding fiscal quarter no later than 30 days following the end of such preceding fiscal quarter.

11 unchanged sentences

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., 15707 Rockfield Boulevard, Suite 105, Irvine, California 92618.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Interlink Electronics, Inc., 48389 Fremont Boulevard, Suite 110, Fremont, California 94538.

Beneficially Owned

1 unchanged sentence

Named Executive Officers and Directors:

Gene Chen, PhD

All executive officers and directors as a group (5 persons)

1 unchanged sentence

BKF Asset Holdings, Inc.

(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.

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

7 unchanged sentences

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.

Hou jointly with her spouse and (ii) 7,125 shares of common stock held Ms.

(2) Consists of (i) 13,056 shares of common stock held by Ms.

Hou jointly with her spouse and (ii) 7,125 shares of common stock held by Ms.

Hou’s minor child.

27 unchanged sentences

Other than as described below, there has not been, nor is there any currently proposed, transaction or series of related transactions to which we have been or will be a party other than compensation arrangements for our directors and executive officers, which are described in this Form 10-K under Part III, Item 11, “Executive Compensation.”

Policies and Procedures for Related Party Transactions

Our audit committee has the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 or 1% of our average total assets at December 31, 2024 and 2023 and in which a related person has or will have a direct or indirect material interest.

Our policy regarding transactions between us and related persons provides that a related person is defined as a director, executive officer, nominee for director or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently completed year, and any of their immediate family members.

Our audit committee charter provides that our audit committee shall review and approve or disapprove any related party transactions.

Cost Sharing Arrangements

Bronson, our Chairman of the Board, President, and Chief Executive Officer, and Ryan J.

Hoffman, our Chief Financial Officer, simultaneously serve as officers and, in the case of Mr.

Bronson, as a director, of Qualstar Corporation and BKF Capital Group, Inc.

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 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:

1 unchanged sentence

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, 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, 2024 and 2023, we billed Qualstar $19,000 and $37,000, respectively, for Qualstar’s use of our Irvine office facility.

For the years ended December 31, 2024 and 2023, we billed BKF Capital $4,000 and $5,000, respectively, for BKF Capital’s use of our Irvine office facility.

Bellevue, Washington Facility:

We have a facilities agreement with Qualstar to allow it the use of a portion of the office leased by us in Bellevue, Washington, 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, 2024 and 2023, we billed Qualstar $17,000 and $0, respectively, for Qualstar’s use of our Bellevue office facility.

Camarillo, California Facility:

3 unchanged sentences

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.

For the year ended December 31, 2023, we billed Qualstar $9,000 for Qualstar’s use of our former Los Angeles office facility.

Consulting Agreements

2 unchanged sentences

Interlink provided such consulting services to Qualstar in the amounts of $335,000 and $671,000 for the years ended December 31, 2024 and 2023, 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.

Interlink did not provided consulting services to BKF Capital for the years ended December 31, 2024 and 2023.

Qualstar provided such consulting services to Interlink in the amounts of $58,000 and $22,000 for the years ended December 31, 2024 and 2023, respectively.

1 unchanged sentence

M&A Advisory Consulting 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.

Until the termination of the consulting agreement in April 2024, we had 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 provided mergers and acquisitions advisory consulting services to Interlink for $10,000 per month.

For years ended December 31, 2024 and 2023, we incurred $40,000 and $120,000, respectively, for services rendered under this agreement.

Expense Reimbursements

6 unchanged sentences

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

Our audit committee has the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 or 1% of our average total assets at December 31, 2023 and 2022 and in which a related person has or will have a direct or indirect material interest.

Our audit committee charter provides that our audit committee shall review and approve or disapprove any related party transactions.

Director Independence

1 unchanged sentence

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.

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.

31 unchanged sentences

Fees Paid to Independent Registered Public Accounting Firm

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

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.

3 unchanged sentences

All Other Fees (4)

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)

Audit-Related Fees (2)

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.

11 unchanged sentences

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

11 unchanged sentences

Description of Securities

March 25, 2024

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

7 unchanged sentences

November 17, 2020

Interlink Electronics, Inc.

Insider Trading Policy

List of Subsidiaries

7 unchanged sentences

Compensation Recovery Policy

March 25, 2024

XBRL Instance Document

5 unchanged sentences

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.

22 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